Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists Company, immediately prior to the Closing, will consist of (ia) 5,000,000,000 15,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none 3,645,638 shares of which are issued and outstanding as of the close of business on the Capitalization Dateoutstanding, (iii) 5,000,000,000 881,746 shares of Company Class C Common Stock, none of which are reserved for future issuance to employees and consultants upon exercise of options granted pursuant to the Company's option plan, 759,535 shares of which are reserved for exercise of existing warrants, and 692,951 shares of which are reserved for issuance upon conversion of the Series A Shares; and (b) 2,000,000 shares of Preferred Stock, 692,951 shares of which are designated Series A Shares. All issued and outstanding as shares of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (vi) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and issued, (ii) are fully paid and nonassessable, and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The issued rights, preferences, privileges and outstanding Manager Membership Interests restrictions of the Shares are as set forth on Section 4.02(a) stated in the Certificates of Designation and in the Amended and Restated Articles of Incorporation of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date"Articles"). The Manager Membership Interests Conversion Shares have been duly and validly reserved for issuance. Except as may be granted pursuant to the Financing Documents, there are validly issued no outstanding options, warrants, rights (including conversion or preemptive rights and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal), proxy or shareholders agreements, or agreements of any kind for the purchase optionor acquisition from the Company of any of its securities. When issued in compliance with the provisions of this Agreement, call option the Certificates of Designation, the Exchange Agreement and the Articles, the Series C Shares, the Series B Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or similar rightsencumbrances. The issued and outstanding equity interests A schedule describing the capitalization of OpCo the Company as of the close of business on the Capitalization Date are Closing is attached as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsExhibit F hereto. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company YDKN consists of 76,000,000 shares of capital stock, which are divided into 75,000,000 shares of common stock (of which 73,333,334 shares are designated as voting common stock and 1,666,666 are designated as non-voting common stock), par value $1.00 per share and 1,000,000 shares of preferred stock, no par value. As of the date of this Agreement, there are (i) 5,000,000,000 51,453,977 shares of Company Class A YDKN Voting Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as (which for the avoidance of doubt, includes the close of business on March 8, 2024 shares referenced in (the “Capitalization Date”iv) below), (ii) 5,000,000,000 199,663 shares of Company Class B YDKN Non-Voting Common Stock, none Stock outstanding that are held of which are issued and outstanding as record by the Persons set forth in Section 3.2(a)(ii) of the close of business on the Capitalization DateYDKN Disclosure Schedule, (iii) 5,000,000,000 no shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Datepreferred stock outstanding, (iv) 4,983,448,411 195,000 shares of Company Class X YDKN Voting Common Stock as issued in respect of outstanding YDKN Restricted Stock Awards, (v) 265,050 shares of YDKN Voting Common Stock reserved for issuance upon the exercise of outstanding YDKN Stock Options, (vi) 114,621 shares of YDKN Voting Common Stock reserved for issuance pursuant to future grants under a YDKN Equity Plan and (vii) no other shares of capital stock or other equity securities of YDKN issued, reserved for issuance or outstanding. All of the Capitalization Date, of which 166,046,191 issued and outstanding shares of Company Class X YDKN Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Other than YDKN Equity Awards issued and are outstanding prior to the date of this Agreement, as of the close date of business on this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating YDKN to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the Capitalization Date, (v) 989,681,838 voting or transfer of the shares of Company Class Y YDKN Common Stock as or other equity interests of YDKN. As of the Capitalization Datedate of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which YDKN may vote are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. outstanding. (b) All of the issued and outstanding Shares have been shares of capital stock or other equity ownership interests of each YDKN Subsidiary are owned by YDKN, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances, other than liens for property Taxes not yet due and payable (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth paid, nonassessable (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthexcept, with respect to bank Subsidiaries that are insured depository institutions, as provided under 12 U.S.C. § 55 or any phantom units comparable provision of applicable state law) and free of preemptive rights. No such Subsidiary has or similar interestsis bound by any outstanding subscriptions, threshold options, warrants, calls, commitments or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as agreements of the Capitalization Date). (f) Except any character calling for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) purchase or Section 4.02(e), as issuance of the close of business on the Capitalization Date, there is no: (i) outstanding share any shares of capital stock or any other equity security of such Subsidiary or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, any securities representing the right (whether to purchase or not currently exercisable), agreement or commitment of otherwise receive any character to acquire any share shares of capital stock or any other equity security of such Subsidiary or membership interest, restricted any securities representing the right to purchase or otherwise receive any shares of capital stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value equity security of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntitySubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 60,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 36,000,361 shares of Company Preferred Stock, none of which 1,907,500 have been designated Series A Preferred Stock, all of which is issued and outstanding, 7,843,137 have been designated Series B Preferred Stock, all of which is issued and outstanding, 11,826,647 have been designated Series C Preferred Stock, 11,826,346 shares of which are issued or outstanding as and outstanding, and 14,423,077 have been designated Series D Preferred Stock, all of which is issued and outstanding. As of the close date hereof, (i) 10,671,044 shares of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right shares of first refusal Company Common Stock are held in favor the treasury of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 3,100,396 shares of Company Class A Common Stock were are reserved for future issuance upon exercise of outstanding Company Stock Options and 632,522 shares of Company Common Stock are reserved for future grant pursuant to awards outstanding under the Company Stock Plan, including (iiv) 9,566,935 88,236 shares of Company Class A Common Stock are reserved for future issuance pursuant to upon exercise of outstanding Company RSUsWarrants, (iiv) 1,033,295 up to 1,967,471 shares of Company Class A Common Stock are reserved for future issuance upon conversion of the Convertible Subordinated Promissory Notes and (vi) 36,000,060 shares of Company Common Stock are reserved for future issuance upon conversion of outstanding Company Preferred Stock. Each issued and outstanding share of Company Preferred Stock is validly issued, fully paid and non-assessable. Except for shares of Company Common Stock issuable pursuant to outstanding the Company PSUs (assuming any performance-based conditions are fully satisfied, other than Stock Plan and as otherwise set forth in Section 4.02(d) herein or in Schedule 4.03 of the Company Disclosure Letter)Schedule, (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs Repurchase Options, there are no options, warrants or their respective Representatives copies other rights, agreements, arrangements or commitments of any character to which the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) bound relating to the issued or unissued capital stock of Company or obligating Company to issue or sell any shares of capital stock of, or other equity interests in, the Company Disclosure Letter sets forth a complete schedule (the "Company Rights"). All shares of any phantom units or similar interests that relate Company Common Stock subject to such equity interests of any Company Entity issuance as of aforesaid, upon issuance prior to the close of business Effective Time on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization DateRepurchase Options, there is no: (i) are no outstanding share contractual obligations of capital stock Company to repurchase, redeem or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to otherwise acquire any share shares of capital stock Company Common Stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked Company Preferred Stock. There are no outstanding contractual obligations of Company to provide funds to, or make any material investment (in the value form of which is a loan, capital contribution or otherwise) in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityPerson.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 100,000,000 shares of common stock, par value $0.01 per share (“Company Class A Common Stock Stock”) and (including any ii) 2,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of December 19 2006, (i) 24,975,250 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable (of which 770,925 Shares are issued as Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”Awards), (ii) 5,000,000,000 664,473 Shares are held in the treasury of the Company and (iii) 3,917,235 Shares are reserved for future issuance pursuant to outstanding Company Stock Options and other rights (together with the Company Restricted Stock Awards, the “Company Stock Awards”) granted pursuant to the Company Stock Plans. At the Closing, the aggregate number of issued and outstanding Shares and Shares issuable upon exercise of outstanding Company Stock Options shall be equal to or less than the aggregate number of issued and outstanding Shares and Shares issuable upon exercise of outstanding Company Stock Options set forth above in this Section 3.3(a). As of the date of this Agreement, no shares of Company Class B Common Stock, none of which Preferred Stock are issued and outstanding. Except as set forth in this Section 3.3 or in Section 3.3(a) of the Company Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character that are binding on the Company or any Subsidiary and that relate to the issued or unissued capital stock of the Company or any Subsidiary or that obligate the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. Section 3.3(a) of the Company Disclosure Schedule sets forth the following information with respect to each Company Stock Award outstanding as of the close December 19, 2006: (i) the name of business on the Capitalization Date, Company Stock Award recipient; (ii) the number of Shares subject to such Company Stock Award; (iii) 5,000,000,000 shares the exercise or purchase price of such Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, Stock Award; (iv) 4,983,448,411 shares of the date on which such Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued Award was granted; and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares whether the exercisability of or right to repurchase of such Company Class Y Common Stock Award will not be accelerated in any way by the Merger, and indicates the extent of acceleration. All Shares subject to issuance as of the Capitalization Dateset forth in this Section 3.3, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business upon issuance on the Capitalization Date terms and (vi) 1,000,000,000 shares of Company Preferred Stockconditions specified in the instruments pursuant to which they are issuable, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Managerwill be duly authorized, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are issued, fully paid and nonassessable. The issued and There are no outstanding Manager Membership Interests are contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person. Except as reflected in the Company Stock Plans or as set forth on in Section 4.02(a3.3(a) of the Company Disclosure LetterSchedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Award as a result of the Merger. Such list sets forth All outstanding Shares, all outstanding Company Stock Awards, and all outstanding shares of capital stock of each Subsidiary have been issued and granted in compliance in all respects with (i) the number all applicable securities laws and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, other applicable Laws and (ii) the number all requirements set forth in applicable contracts. (b) Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation ofnonassessable, and, except as set forth in Section 3.3(b) to the Manager Operating Agreement are not subject toCompany Disclosure Schedule, any preemptive each share that is owned directly or subscription rightsindirectly by the Company is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, purchase optionagreements, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business limitations on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for Company’s or any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription Subsidiary’s voting rights, rights of first refusal, purchase option, call option or similar rights. The issued charges and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness encumbrances of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Actnature whatsoever. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 40,000,000 Shares and 10,000,000 shares of Company Class A Common Stock preferred stock (including any Company Restricted Shares), 400,000 of which 301,078,199 shares are designated as Series A Participating Cumulative Preferred Stock issuable upon exercise of Company Class A Common Stock have been issued the Rights and 8,710 of which are outstanding as of designated Series B Stock. At the close of business on March 8August 6, 2024 1998, (the “Capitalization Date”)i) 20,974,122 Shares were issued and outstanding, (ii) 5,000,000,000 2,999 shares of Company Class Series B Common Stock, none of which are Stock were issued and outstanding as held beneficially and of the close of business on the Capitalization Date, record by two owners and (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No 1,442,217 Shares were held in treasury or owned by Managerissuable upon the exercise of Options to purchase Shares under the Company Option Plans, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All 102,901 Shares were issuable upon exercise of the outstanding warrants to purchase Shares (the "Warrants") and 838,653 Shares are issuable upon conversion of the Series B Stock. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and nonassessable. The Shares issuable upon exercise of the Options and Warrants and conversion of the Series B Stock are duly authorized, and when issued in accordance with the terms of the Options, Warrants or Series B Stock, as applicable, will be validly issued and outstanding Manager Membership Interests are fully paid and nonassessable. Except as set forth above, and for changes since such date resulting from (i) the exercise of Options or Warrants, outstanding on such date in accordance with their terms, (ii) fluctuations in the price of the Common Stock and the applicable conversion percentage for the Series B Stock or (iii) conversion of any shares of Series B Stock, there are outstanding (x) no shares of capital stock or other voting securities of the Company, (y) no securities of the Company convertible into or exchangeable for shares of capital stock or other securities of the Company, and (z) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock or other securities. There are no outstanding obligations of the Company or any subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or to vote or to dispose of any shares of the capital stock of any of the Company's subsidiaries. (b) Section 4.02(a4.2(b) of the Company Disclosure Letter. Such list sets forth (i) Schedule lists each outstanding Option and Warrant as of August 6, 1998, the holder thereof, the number of Shares issuable thereunder and class of Manager Membership Interests outstanding as the exercise price thereof. Subject to providing the notice required pursuant to the terms of the close of business on Warrants and as contemplated by Section 6.14(c) hereof, at the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as Effective Time all of the close Warrants will have expired and be of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo no further force or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued effect in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on accordance with their terms. (c) Section 4.02(a4.2(c) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as Schedule lists each subsidiary of the close Company. All the outstanding shares of business on the Capitalization Date, (ii) the number and class capital stock of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were each such subsidiary are owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation ofCompany, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) by another wholly owned subsidiary of the Company Disclosure Letter. Such list sets forth or by the number Company and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were another wholly owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor subsidiary of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote free and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms clear of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interestspledges, Manager Membership Interests claims, liens, charges, encumbrances and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity security interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthkind or nature (collectively, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any"Liens"), and vesting conditions (if not are duly authorized, validly issued, fully vested as of the Capitalization Date). (f) paid and nonassessable. Except for the OpCo Membership Interestscapital stock of its subsidiaries, Manager Membership Interests and as set forth in Section 4.02(a)the Company does not own, Section 4.02(d) directly or Section 4.02(e)indirectly, as of the close of business on the Capitalization Date, there is no: (i) outstanding share of any capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityentity.

Capitalization. (ai) The authorized capital stock of the Company Issuer consists of 50,327,051 shares of Common Stock. (ii) The authorized capital stock of the Parent consists of (i) 5,000,000,000 37,500,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 and 2,000,000 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none (ii) 8,227,050 shares of Series I Convertible Preferred Stock, and (iii) 2,600,000 shares of Series II Preferred Stock. As of the Closing Date, (i) 11,591,090 shares of Common Stock were issued [EXECUTION COPY] and outstanding, all of which are issued and outstanding as of the close of business on the Capitalization Datevalidly issued, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class no shares of Manager Membership Interests Common Stock were held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar righttreasury, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right shares of first refusal in favor Common Stock were held by Subsidiaries of the CompanyParent, Manager or OpCo, and (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 approximately 6,794,774 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under stock options or warrants. As of the Company Stock PlanClosing Date, including (i) 9,566,935 7,067,514 shares of Company Class A Common Series I Convertible Preferred Stock reserved for issuance pursuant to outstanding Company RSUswere issued and outstanding, (ii) 1,033,295 all of which are validly issued, fully paid and nonassessable, and no shares of Company Class A Common Series I Convertible Preferred Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth were held in Section 4.02(d) treasury. As of the Company Disclosure Letter)Closing Date, 2,500,886 shares of Series II Convertible Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, and no shares of Series II Convertible Preferred Stock were held in treasury. No material change in the capitalization of the Parent has occurred between the Closing Date and the date hereof. (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities Shares and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership InterestsWarrant Shares, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no when issued, reserved for issuancewill be validly issued, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equityfully-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundpaid and non-assessable. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 500,000,000 shares of Company Class A Common Stock and (including any ii) 40,000,000 shares of preferred stock, no par value, issuable in series (“Company Restricted SharesPreferred Stock”), of which 301,078,199 1,000,000 shares have been designated Series B Junior Participating Preferred Stock. As of June 21, 2006, (i) 229,338,430 shares of Company Class A Common Stock have been were issued and are outstanding as outstanding, of which 2,215,384 were held by Sun Pennsylvania Limited Partnership, a wholly-owned subsidiary of the close of business on March 8, 2024 (the “Capitalization Date”)Company, (ii) 5,000,000,000 no shares of Company Class B Common Stock, none of which are Preferred Stock were issued and outstanding as of the close of business on the Capitalization Dateoutstanding, (iii) 5,000,000,000 1,000,000 shares of Series B Junior Participating Preferred Stock were reserved for issuance upon exercise of the rights (“Company Rights”) distributed to the holders of Company Common Stock pursuant to the Rights Agreement dated as of July 26, 2001 (the “Rights Agreement”), between the Company and UMB Bank, as amended and (iv) as of June 21, 2006, 7,104,309 shares of Company Class C Common StockStock were held by the Company in its treasury. The amount of the dividend paid quarterly on Company Common Stock is $0.03125 per share (the “Quarterly Dividend”). Since January 1, none 2006, except for the Quarterly Dividend and the issuance and dividend on June 14, 2006, of which are one share of Company Common Stock per issued and outstanding as share of Company Common Stock to the close holders of business record thereof on June 2, 2006 (the Capitalization Date“Stock Split”), (iv) 4,983,448,411 the Company has not, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Such issued and outstanding shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued issued, and are fully paid and nonassessable, and free of preemptive rights and in compliance with all applicable state and federal securities laws. The issued Company has not heretofore agreed to take any such action, and there are no outstanding Manager Membership Interests are as set forth on Section 4.02(a) contractual obligations of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests any kind to redeem, purchase or otherwise acquire any outstanding as shares of capital stock of the close of business on the Capitalization DateCompany. There are no outstanding bonds, and (ii) the number and class of Manager Membership Interests held by the Company and the debentures, notes or other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo indebtedness or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive warrants or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) other securities of the Company Disclosure Letter. Such list sets forth having the right to vote (ior, other than any outstanding options to purchase Company Common Stock, convertible into, or exchangeable for, securities having the right to vote) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business any matters on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) which stockholders of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsmay vote. (b) The equity interests As of each Executive HoldcoJune 21, the Manager Membership Interests 2006, there were outstanding Options to purchase 10,356,133 shares of Company Common Stock, and the OpCo Membership Interests have been granted or issued in compliance in weighted average exercise price of all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) such Options was $30.2389. There are no stock appreciation rights attached to the Options. Except as set forth in the OpCo Operating Agreement preceding sentence or the Manager Operating Agreementabove in this Section 2.2, (i) as of June 21, 2006, no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right shares of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note capital stock or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, issuance or outstanding, and (ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity undertakings of any kind to which a the Company Entity or any of the Company Subsidiaries is a party or by which a any of them is bound obligating the Company Entity is otherwise bound. (e) Section 4.02(e) or any of the Company Disclosure Letter sets forth a complete schedule of any phantom units Subsidiaries to issue, deliver or similar interests that relate sell, or cause to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthbe issued, with respect to any phantom units delivered or similar interestssold, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share additional shares of capital stock or other equity voting securities of the Company or ownership interest in a of any of the Company Entity; (ii) outstanding subscriptionSubsidiaries or obligating the Company or any of the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, warrantright, right commitment, agreement, arrangement or undertaking. (whether or not currently exercisable)c) During the period from June 21, agreement or commitment 2006 to the date of any character to acquire any share this Agreement (i) there have been no issuances by the Company of shares of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other voting securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities other than issuances of Company Common Stock pursuant to the exercise of Options outstanding on June 21, 2006 and (ii) there have been no issuances of Options or Company Subsidiaries is a party other options, warrants or other rights to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities acquire capital stock of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entitythe Company.

Capitalization. (a) The authorized authorized, issued and outstanding capital stock of the Company consists of (i) 5,000,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close date hereof is set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to existing reservations, agreements or employee benefit plans, or pursuant to the exercise of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and convertible securities or options outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued date hereof or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or pursuant to any Company Subsidiary as of the close of business on the Capitalization Datedividend reinvestment plan). All of the issued and outstanding Shares shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The As of the date hereof, except for 6,000,000 shares of the Company’s 8.375% Series B Cumulative Preferred Stock and 1,600,000 shares of the Company’s 7.10% Series C Cumulative Preferred Stock, all of the issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) shares of the capital stock of the Company Disclosure Letterare owned by Alliant Energy Corporation, a Wisconsin corporation (the “Parent”), free and clear of all liens, encumbrances, equities or claims. Such list sets forth (i) Immediately prior to the number and class of Manager Membership Interests outstanding as Closing Time, except for 6,000,000 shares of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as capital stock of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as Company’s 8.375% Series B Cumulative Preferred Stock and 1,600,000 shares of the close Company’s 7.10% Series C Cumulative Preferred Stock, all of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests shares of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) capital stock of the Company Disclosure Letterwill be owned directly by Parent, free and clear of all liens, encumbrances, equities or claims. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager The Parent is a “holding company” and the other holders Company is a “subsidiary” of OpCo Membership Interests a “holding company” as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests such terms are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered defined under the Securities Act. (d) As Public Utility Holding Company Act of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e)1935, as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityamended.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of (ia) 5,000,000,000 400,000,000 shares of Company Class A Common Stock Stock, par value $0.02 per share (including any Company Restricted Sharesthe "Class A Common Stock"), of which 301,078,199 which, 74,571,080 shares of Company Class A Common Stock have been were issued and are outstanding as of December 1, 1999, with any increase since that date being attributable solely to the close exercise of business outstanding employee stock options listed on March 8, 2024 Schedule 2.3; (the “Capitalization Date”), (iib) 5,000,000,000 60,000,000 shares of Company Class B Common Stock, none par value $0.02 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"), of which, 58,746,550 shares are issued and outstanding; and (c) 25,000,000 shares of Preferred Stock, par value $0.01 per share, of which (i) 8,324,904 shares are issued and outstanding as of 14% Senior Exchangeable Redeemable Preferred Shares (the close of business on the Capitalization Date, "14% Preferred Stock") and (iiiii) 5,000,000,000 4,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as 6-1/2% Cumulative Convertible Preferred Stock (the "6 1/2% Preferred Stock" and, collectively with the 14% Preferred Stock, the "Existing Preferred Stock"). As of the close date hereof, the Shares would constitute approximately 7.28 percent of business the Company's fully diluted common equity (determined on the Capitalization Date, (ivbasis of all outstanding equity and equity equivalents without giving effect to the exercise price thereof) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Closing Date. All of the issued and outstanding Shares shares of Common Stock and Existing Preferred Stock have been duly authorized and are validly issued and are outstanding, fully paid and nonassessable. The issued and outstanding Manager Membership Interests No shares of capital stock of the Company are entitled to preemptive or similar rights. Except as set forth on Section 4.02(a) Schedule 2.3, as of the date hereof, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any Commitments of any character whatsoever relating to issued or unissued capital stock of the Company Disclosure Letteror pursuant to which the Company or any of the Subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Such list sets Except as set forth on Schedule 2.3, as of the date hereof, (i) the number and class of Manager Membership Interests outstanding as of Company has not agreed to register any securities under the close of business on the Capitalization Date, Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) the number and class of Manager Membership Interests held by there are no voting trusts, stockholders agreements, proxies or other Commitments or understandings in effect to which the Company and the other holders is a party or of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects which it has Knowledge with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates respect to the voting or registration of, or restricts transfer of any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any the outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A shares of Common Stock constitutes or Existing Preferred Stock. To the only outstanding class of securities extent that any options, warrants or any of the Company registered under other rights described above are outstanding, neither the Securities Act. (d) As issuance and sale of the close Preferred Shares nor any issuance of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth Shares upon conversion thereof will result in Section 4.02(d) an adjustment of the Company Disclosure Letter), (iii) 4,073,339 exercise or conversion price or number of shares of Company Class A Common Stock reserved for issuance issuable upon the exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule conversion of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthoptions, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock warrants or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityrights.

Capitalization. (a) The authorized capital stock of the Company REIT consists solely of 350,000,000 Common Shares, $0.01 par value per share (i) 5,000,000,000 shares of Company Class A “Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares 50,000,000 Preferred Shares, $0.01 par value per share and 100,000,000 Shares-in-Trust, $0.01 par value per share. As of Company Class B Common StockJune 30, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement2006, (i) no 149,593,803 Common Shares were duly authorized, validly issued and outstanding Shareand were fully paid and non-assessable, Manager Membership Interest 3,249,855 Common Shares were reserved for issuance under various stock options or OpCo Membership Interest is entitled or subject pursuant to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, outstanding warrants (ii) no outstanding SharePreferred Shares or Shares-in-Trust were issued and outstanding. Except for the options, Manager Membership Interest or OpCo Membership Interest is subject warrants and exchange privileges referred to any right of first refusal in favor of the Companypreceding sentence, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership InterestsAgreement there are no other options, Manager Membership Interests and as set forth in Section 4.01(a)warrants, this Section 4.02(d) and Section 4.02(e)calls, there is no issued, reserved for issuance, outstanding, rights or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity other contracts to which a Company Entity the REIT is a party or by which a Company Entity is otherwise it may be bound. (e) Section 4.02(e) , requiring it to issue or sell any shares of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of its capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock securities or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unitrights convertible into, or exchangeable for, any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share shares of its capital stock. (b) As of June 30, membership interests 2006, (i) 153,495,973 OP Units and 10,000 Special Units were duly authorized, validly issued and outstanding and were fully paid and non-assessable and were not subject to preemptive or any other securitysimilar rights. None of the Company Entities outstanding OP Units has been issued in violation of any preemptive or Company Subsidiaries similar rights under applicable Law, the Operating Partnership’s partnership agreement or any contract to which either the REIT or the Operating Partnership is a party or by which either is bound. The REIT is the sole general partner of the Operating Partnership. Each OP Unit may be exchanged for cash, or, in the sole discretion of the REIT, one Common Share on the terms specified in the Operating Partnership’s partnership agreement. On the date of this Agreement there are no options, warrants, calls, rights or other contracts to which the REIT or the Operating Partnership is a party or by which either of them may be bound, requiring either of them to issue or sell any stockholders’ interests in the Operating Partnership or any securities or other rights convertible into, or exchangeable for, any interests in the Operating Partnership. (c) The OP Units to be issued and conveyed by the Operating Partnership pursuant to this Agreement as the Purchase Consideration will, upon such issuance, be duly authorized, validly issued and outstanding, fully paid and non-assessable. Each such OP Unit will be exchangeable for cash, or, in the sole discretion of the REIT, one Common Share on the terms specified in the Operating Partnership’s partnership agreement, proxyand each Common Share issuable upon such exchange will, voting trust agreement upon such issuance, be duly authorized, validly issued, outstanding, fully paid and non-assessable. Upon the conveyance of the Advisor Interest and, if applicable, the Transferred Subsidiary Stock, by the Advisor Parent to the Operating Partnership and the conveyance by the Operating Partnership of the Contributed Units to the Advisor Parent, in each case in the manner contemplated under Article II, the Advisor Parent will acquire the beneficial and legal title to the Contributed Units, free and clear of all Encumbrances except for the Encumbrances created pursuant to this Agreement and the Transaction Documents and for restrictions on transfer imposed under federal and state securities Laws or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entitythe Operating Partnership’s partnership agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000 shares of Company Common Stock, 50,000 shares of Series A Preferred Stock, 35,000 shares of Series B Preferred Stock, and 40,000 shares of blank check preferred stock, par value $0.01 per share. As of the date hereof, (i) 5,000,000,000 54,000 shares of Company Class A Common Stock (including any Company Restricted Shares)are issued and outstanding, all of which 301,078,199 shares of Company Class A Common Stock have been issued duly authorized, validly issued, fully paid, nonassessable and are outstanding as free of the close of business on March 8, 2024 (the “Capitalization Date”)preemptive rights, (ii) 5,000,000,000 15,638 shares of Company Class B Common Stock, none of which Series A Preferred Stock are issued and outstanding as outstanding, all of the close which have been duly authorized, validly issued, fully paid, nonassessable and free of business on the Capitalization Datepreemptive rights, (iii) 5,000,000,000 19,656 shares of Company Class C Common Stock, none of which Series B Preferred Stock are issued and outstanding as outstanding, all of the close which have been duly authorized, validly issued, fully paid, nonassessable and free of business on the Capitalization Datepreemptive rights, (iv) 4,983,448,411 2,739 Company Restricted Shares are issued and outstanding, all of which have been duly authorized, validly issued, fully paid, nonassessable and free and clear of all preemptive rights, and (v) 149 shares of Company Class X Common Stock are reserved for issuance upon vesting and settlement of outstanding Company RSUs. The outstanding shares of Company Common Stock, the Company Preferred Stock, the Company Restricted Shares and the Company RSUs have been issued in compliance with all applicable securities laws. Since the date hereof, except as permitted by this Agreement or as disclosed in Section 6.02(a) of the Company Disclosure Schedule, (x) no shares of capital stock of the Company have been issued, and (y) no options, warrants or securities convertible into, or commitments with respect to the issuance of, shares of capital stock of the Company have been issued, granted or made. Section 6.02(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the holders of record of Company Common Stock and Company Preferred Stock as of the Capitalization Datedate hereof. (b) Section 6.02(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all Company Stock Plans and all holders of Company Restricted Shares and Company RSUs, indicating with respect to each Company Restricted Share and each Company RSU, the number of which 166,046,191 shares of Company Class X Common Stock have been issued subject to such Company Restricted Shares and are outstanding as Company RSUs, the date of grant, settlement terms, vesting period and the expiration date thereof. The Company has delivered or made available to Pyramid accurate and complete copies of all Company Stock Plans, the standard forms of the close Company Restricted Share Agreement and the Company RSU Agreement evidencing Company Restricted Shares and Company RSUs, and any Company Restricted Share Agreements and Company RSU Agreements evidencing a Company Restricted Share or a Company RSU that deviates in any material manner from the Company’s standard forms of business on the Capitalization DateCompany Restricted Share Agreement and the Company RSU Agreement. (c) Except for Company Restricted Shares and Company RSUs, (v) 989,681,838 there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Class Y Common Stock as the capital stock of the Capitalization DateCompany or obligating the Company to grant, extend or enter into any such agreement or commitment. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company. Except for the Company Voting Agreement, there are no voting trusts, irrevocable proxies or other agreements or understandings to which 225,918,741 the Company is a party or is bound with respect to the voting of any shares of Company Class Y Common Stock have been issued and are outstanding as capital stock of the close of business on the Capitalization Date and Company. (vid) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the issued and outstanding Shares shares of capital stock (or equivalent equity interests of entities other than corporations) of each of the Company’s subsidiaries are owned, directly or indirectly, by the Company free and clear of any liens, other than statutory liens for Taxes not yet due and payable and such other restrictions as may exist under applicable law, and liens in favor of the Company’s lenders, and all such shares or other ownership interests have been duly authorized and authorized, validly issued and are fully paid and nonassessable. The issued non-assessable and outstanding Manager Membership Interests are as set forth on Section 4.02(a) free of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates personal liability attaching to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Actownership thereof. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The On the date hereof, the authorized capital stock of the Company consists of (i) 5,000,000,000 4,600,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 1,100,000 shares of Class B Common Stock and 1,897,028 shares of preferred stock. The authorized preferred stock consists of 832,592 shares designated as Series C Preferred Stock, and 1,064,436 shares designated as Series D Preferred Stock. On the date hereof, the issued and outstanding shares of capital stock of the Company consists of 834,016 shares of Class A Common Stock have been issued and are outstanding as of the close of business on March 8Stock, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 0 shares of Company Class B Common Stock, none 832,592 shares of which are Series C Preferred Stock and 1,064,436 shares of Series D Preferred Stock. On the Closing Date, after giving effect to the Common Reclassification and the Preferred Reclassification and the transaction contemplated hereby, the authorized capital stock of the Company shall consist of 6,000,000 shares of Common Stock, 1,897,028 shares of Series A Preferred Stock and 393,965 shares of Series B Preferred Stock. On the Closing Date, after giving effect to the Common Reclassification and the Preferred Reclassification and the transaction contemplated hereby, the issued and outstanding as shares of capital stock of the close Company shall consist of business on the Capitalization Date, (iii) 5,000,000,000 49,016 shares of Company Class C Common Stock, none of which are Stock (plus any shares issued and outstanding as a result of the close exercise of business on the Capitalization Dateemploy stock options subsequent to March 31, (iv) 4,983,448,411 1994), 1,897,028 shares of Company Class X Common Series A Preferred Stock as and 393,965 shares of Series B Preferred Stock. (b) All the outstanding shares of capital stock of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. Upon the Common Reclassification as contemplated hereby, the shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable shares of the Company, free of all preemptive or similar rights. Upon issuance, sale and delivery as contemplated by this Agreement, the shares of the Purchased Stock to be issued hereunder will be duly authorized, validly issued, fully paid and non- assessable shares of the Company, free of all preemptive or similar rights. The issued foregoing representations with respect to preemptive rights are premised, in each instance, upon the repurchase by the Company of the shares to be purchased as contemplated by Section 2(c) hereof and outstanding Manager Membership Interests the cancellation of such shares. (c) Except for the conversion and redemption rights in respect of the Series C Preferred Stock and Series D Preferred Stock (which are to be reclassified as set forth a part of the Preferred Reclassification and which shall be provided for in the Articles Amendment in respect of the Series A Preferred Stock) and the Series B Preferred Stock, and except for the stock options listed on Section 4.02(a) Schedule 3.2 hereto, there are no shares of Common Stock issuable upon conversion of any security of the Company Disclosure Letternor are there any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock nor is the Company contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares of Common Stock. Such list sets forth (i) the number and class of Manager Membership Interests outstanding Except as disclosed on such Schedule 3.2, no shareholder of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, is entitled to any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, redemption rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 250,000,000 shares of Company Class A Common Stock and 1,000,000 shares of preferred stock, of which 10,000 shares are designated as Series E Preferred Stock and 80,000 shares are designated as Series F Preferred Stock. As of November 10, 2010, (a) 5,431,865 shares of Company Common Stock (including any Company Restricted Shares)other than treasury shares) were issued and outstanding, all of which 301,078,199 were validly issued and fully paid, nonassessable and free of preemptive rights, (b) 1,125 shares of Company Class A Common Stock have been issued were held in the treasury of the Company or by the Company Subsidiaries, (c) 3,322,924 shares of Company Common Stock were issuable (and are such number was reserved for issuance) upon exercise of Company Options outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)such date, (iid) 5,000,000,000 7,774,553 shares of Company Class B Common Stock were issuable (and such number was reserved for issuance) upon exercise of Company Warrants outstanding as of such date, (e) 16,769,561 shares of Company Common Stock were issuable (and such number was reserved for issuance) upon exercise of the Parent Warrant as of such date, (f) 4,200 shares of Series E Preferred Stock were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, and (g) 60,000 shares of Series F Preferred Stock were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights. Except for issued but unexercised Company Options to purchase not more than 3,322,924 shares of Company Common Stock and Company Warrants to purchase not more than 7,774,553 shares of Company Common Stock, none of which are issued the Parent Warrant and outstanding as arrangements and agreements set forth on Schedule 4.3 of the close Company Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of business on any character to which the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued capital stock or other Equity Interests of the Company or any Company Subsidiary, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company or any Company Subsidiary to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company or any Company Subsidiary. Since January 1, 2010, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance as set forth in this Section 4.3 or Schedule 4.3 of the Company Disclosure Schedule. The Company has previously provided Parent with a true, correct and complete list, as of October 31, 2010, of the close prices at which outstanding Company Options may be exercised under the applicable Stock Option Plan, the number of business Company Options outstanding at each such price and the vesting schedule of the Company Options for each director and officer of the Company. None of the Company Options are “incentive stock options” within the meaning of Section 422 of the Code. All shares of Company Common Stock subject to issuance under the Stock Option Plans, upon issuance prior to the Effective Time on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are Except as set forth on Section 4.02(a) Schedule 4.3 of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests Schedule, there are no outstanding as contractual obligations of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of (a) restricting the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation transfer of, and(b) affecting the voting rights of, except (c) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (d) requiring the registration for sale of or (e) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary. Except as set forth in on Schedule 4.3 of the Manager Operating Agreement are not subject toCompany Disclosure Schedule, any each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company or subscription rightsanother Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, purchase optionagreements, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business limitations on the Capitalization Date Company’s or such other Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. There are as set forth on Section 4.02(a) no outstanding contractual obligations of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by or any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation ofto provide funds to, and, except as set forth or make any investment (in the OpCo Operating Agreement are not subject toform of a loan, any preemptive capital contribution or subscription rightsotherwise) in, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfiedperson, other than as set forth in Section 4.02(d) of guarantees by the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units indebtedness or similar interests that relate to such equity interests other obligations of any wholly-owned Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date)Subsidiary. (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company HSA consists of [i] 4,950,000 Common Shares with no par value per share (i) 5,000,000,000 shares of Company Class A "HSA Common Stock (including any Company Restricted Shares"), of which 301,078,199 at the date hereof 2,000,000 shares of Company Class A Common Stock have been are validly issued and are outstanding outstanding, fully paid and nonassessable and owned, beneficially and of record, as of the close of business set forth on March 8Schedule 2 attached hereto, 2024 and [ii] 2,500,000 Preferred Shares, no par value per share (the “Capitalization Date”"HSA Preferred Shares"), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 at the date hereof 500,000 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are outstanding, fully paid and nonassessable. The issued 2,500,000 HSA Common Shares have been duly and outstanding Manager Membership Interests are as set forth on Section 4.02(a) validly reserved for issuance upon conversion of the Company Disclosure LetterHSA Preferred Shares, and 450,000 HSA Common Shares have been duly and validly reserved for issuance under HSA's Stock Option Plan. Such list sets forth Except for (i) the number conversion and class of Manager Membership Interests outstanding as other privileges of the close of business on the Capitalization DateHSA Preferred Shares, and (ii) the number rights provided in Section 10.A of the HSA Purchase Agreement and class of Manager Membership Interests held by in the Company HSA Registration Rights Agreement and the other holders HSA Shareholders Agreement (each as defined in the HSA Purchase Agreement), there are outstanding no subscriptions, options, warrants, calls, commitments or rights (including conversion or preemptive rights and rights of Manager Membership Interests as first refusal), proxy or stockholder agreements or agreements of any character relating to shares of HSA's capital stock or any instruments that can be converted into shares of HSA's capital stock. None of the close shares of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and HSA's capital stock have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, of any preemptive right. All issuances, transfers or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as purchases of the close capital stock of business on the Capitalization Date are as set forth on Section 4.02(aHSA (and any predecessor in interest to HSA) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws agreements and all applicable foreign laws, including federal and state securities laws, and all taxes thereon, if any, have been paid. No former or “blue sky” laws. present holder of any of the shares of capital stock of HSA (cor any predecessor in interest to HSA) has any legally cognizable claim against HSA based on any issuance, sale, purchase, redemption or involvement in any transfer of any shares of capital stock by HSA (or any predecessor in interest to HSA). Except for obligations of HSA to redeem HSA Preferred Shares as set forth in contemplated by Section 10.A of the OpCo Operating Agreement or the Manager Operating HSA Purchase Agreement, there are no contractual obligations of HSA to repurchase, redeem or otherwise acquire any shares of capital stock of HSA. No bonds, debentures, notes or other indebtedness having the right to vote (ior convertible into or exercisable for securities having the right to vote) no outstanding Share, Manager Membership Interest on any matters on which shareholders of HSA may vote are issued or OpCo Membership Interest outstanding. HSA is entitled not a party or subject to any preemptive rightagreement or understanding, right of repurchase and, to the HSA Shareholders' best knowledge, there is no agreement or forfeiture, right of participation, right of maintenance understanding between any persons that affects or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing giving of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, written consents with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, security or the value voting by any director of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityHSA.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 shares of Company Class A 30,000,000 Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8which, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was , 7,749,530 shares were issued and outstanding and no shares were held in compliance in all material respects with applicable Lawthe treasury of the Company, and (ii) 12,642,500 Preferred Shares, of which (A) 5,500,000 shares have been designated as Series A Preferred Stock, of which, as of the date of this Agreement, 5,002,000 shares were issued and outstanding and were convertible into 5,002,000 Common Shares, (B) 1,312,500 shares have been designated as Series A-1 Preferred Stock, of which, as of the date of this Agreement, 1,000,495 shares were issued and outstanding and were convertible into 2,000,990 Common Shares and (C) 5,830,000 shares have been designated as Series A-2 Preferred Stock, of which, as of the date of this Agreement, 5,135,000 shares were issued and outstanding and were convertible into 5,135,000 Common Shares. Other than the OpCo Membership Interests, Manager Membership Interests and shares reserved for issuance upon conversion of outstanding Preferred Shares as described above or exercise of Options or Warrants as set forth in Section 4.01(a)below, this Section 4.02(d) and Section 4.02(e)no Company Shares, there is no issuedOptions, reserved warrants or other securities convertible or exchangeable for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect securities of the Company will be issued prior to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundthe Effective Time. (eb) Section 4.02(e2.2(b) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity and accurate list, as of the close date of business on this Agreement, of the Capitalization Dateholders of capital stock of the Company, showing the number of shares of capital stock, and the class or series of such shares, held by each stockholder of the Company, and for securities other than Common Shares, the number of Common Shares (if any) into which such shares are convertible. Section 4.02(e2.2(b) of the Company Disclosure Letter also sets forthforth all outstanding Company Shares that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are, and were when issued, fully paid and nonassessable. All of the shares of capital stock of the Company ever issued by the Company have been offered, issued and sold by the Company in compliance with all applicable federal, state and foreign securities Laws. (c) Section 2.2(c) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement of: (i) all Company Stock Plans, indicating for each Company Stock Plan the number of Common Shares issued to date under such Company Stock Plan, the number of Common Shares subject to outstanding options under such Company Stock Plan and the number of Common Shares reserved for future issuance under such Company Stock Plan; (ii) all holders of outstanding Options, indicating with respect to any phantom units or similar interestseach Option (A) the Company Stock Plan under which it was granted, threshold or distribution value applicable (B) the number of Common Shares subject to such interests Option, the exercise price, the date of grant, the vesting schedule (including any acceleration provisions with respect thereto), (C) whether such Option is currently held by an employee or non-employee of the Company, (D) the termination date (if any)) of any employee and non-employee of the Company and any such Option, and vesting conditions (if E) the classification of such option as an incentive stock option or a nonqualified stock option and (iii) all holders of outstanding warrants, indicating with respect to each warrant the agreement or other document under which it was granted, the number of shares of capital stock and the class or series of such shares subject to such warrant, the exercise price, the date of issuance and the expiration date thereof. On and after November 5, 2012, the Company has not fully vested as granted or issued any Options or other securities that are convertible or exchangeable, directly or indirectly, into equity securities of the Capitalization DateCompany. The Company has made available to the Buyer complete and accurate copies of all Company Stock Plans and forms of all stock option agreements evidencing all Options and forms of all warrant agreements evidencing all Warrants. All Options were granted with an exercise price that was at least equal to the fair market value of the Common Shares on the date of grant of such Option. The Company has not adjusted the exercise price of any Option. The Company’s past and current stock option grant practices complied with the terms of the applicable Company Stock Plan and applicable Laws. (d) Concurrently with the execution and delivery of this Agreement, the Company has delivered to the Buyer a complete and accurate spreadsheet in a form reasonably acceptable to the Buyer and the Escrow Agent, specifying the information set forth on Schedule 2.2(d) (the “Merger Consideration Allocation Spreadsheet”). When all of the Merger Consideration is distributed in accordance with Section 1.5, Section 1.8 and the Merger Consideration Allocation Spreadsheet, each holder of Company Shares, Options and Warrants shall have received the portion of the Merger Consideration, if any, to which the holder of such Company Shares, Options and Warrants is entitled under and in accordance with the rights (including liquidation rights) and privileges set forth in the Company’s Amended and Restated Certificate of Incorporation, the applicable Company Stock Plan and the applicable Warrant agreement, as applicable. (e) No equity security of the Company or subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding. The Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares of its capital stock any evidences of Indebtedness or assets of the Company. The Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or to make any other distribution in respect thereof. All repurchases, redemptions or other acquisitions of Company Shares, other capital stock or other equity securities of the Company undertaken by the Company at any time have complied with all applicable Laws and have not violated the Amended and Restated Certificate of Incorporation or Bylaws of the Company (or other equivalent corporate governing documents) then in place or any other restriction contained in any Contract to which the Company or any of its Affiliates is or was at such time a party. No Person has claimed or threatened to claim that such Person’s Company Shares, other capital stock or other equity interests in the Company have been wrongfully repurchased, redeemed or acquired by the Company or that any cancellation, repurchase, redemption or acquisition by the Company of its Company Shares or other equity interests violated applicable Law. There are no outstanding or authorized grants of equity or equity-related compensation with respect to the Company which have not otherwise been embodied in written agreements with the grantee thereof which have been made available to the Buyer. (f) Except for There is no agreement, written or oral, between the OpCo Membership InterestsCompany and any holder of its securities, Manager Membership Interests or, to the Company’s knowledge, between or among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights), registration under the Securities Act, or voting, of the capital stock of the Company. (g) Other than the holders of shares of capital stock of the Company and as except set forth in on Section 4.02(a), Section 4.02(d2.2(g) or Section 4.02(e), as of the close of business on the Capitalization DateCompany Disclosure Letter, there no Person has claimed or threatened to claim that such Person has or is noentitled to: (i) outstanding share shares of the Company’s capital stock or any other equity or other ownership interest in a Company Entity; the Company, (ii) outstanding subscriptionany rights of an owner of an equity interest in the Company, including any option, call, warrant, right (whether preemptive rights or not currently exercisable), agreement or commitment of any character rights to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity notice or to which a Company Entity is bound; vote or (iii) outstanding security, instrument, bond, debenture, note any rights under the Amended and Restated Certificate of Incorporation or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None Bylaws of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityCompany.

Capitalization. (a) The As set forth on Section 3.02(a) of the Disclosure Schedules, the authorized capital stock of the Company as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement consists of (i) 5,000,000,000 1,500,000 shares of Company Class A Series B Preferred Stock, of which all are issued and outstanding, and (iii)100,000,000 shares of common stock, par value $0.001 (“Common Stock (including any Company Restricted SharesStock”), of which 301,078,199 (A) 4,980,000 shares are issued and outstanding, (B) 6,240,504 shares are issued and outstanding on a fully-diluted, as converted and as exercised basis, and (C)1,500,000 shares are reserved for issuance upon conversion of the Series B Preferred Stock. (b) As of immediately following the Closing after giving effect to the transactions contemplated by this Agreement, (i) all of the issued and outstanding shares of capital stock of the Company Class A Common Stock will have been issued duly authorized, validly issued, fully paid, and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)non-assessable, (ii) 5,000,000,000 shares all of Company Class B Common Stock, none of which are the issued and outstanding as shares of capital stock of the close of business on the Capitalization DateCompany will have been issued in compliance with all applicable federal and state securities Laws, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are the issued and outstanding as shares of capital stock of the close Company will have been issued in violation of business on any agreement, arrangement, or commitment to which the Capitalization DateCompany or any of its Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iv) 4,983,448,411 all of the Shares will have the rights, preferences, powers, restrictions, and limitations set forth in the Certificate of Designation and under the Delaware General Corporation Law. The shares of Company Class X Common Stock as issuable upon conversion of the Capitalization Date, Shares in accordance with the Certificate of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares Designation have been duly reserved for issuance and, upon such issuance, such shares of Common Stock will be (x) duly authorized, validly issued, fully paid, and non-assessable and (y) issued in compliance with applicable all federal and state securities Laws. (c) Section 3.02(c) of the Disclosure Schedules sets forth, as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement, all outstanding or authorized (i) stock options under the Company’s 2014 Long Term Incentive Plan and validly issued 2017 Equity Incentive Plan and are fully paid (ii) any other warrants, convertible securities, or other rights, agreements, arrangements, or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other interest in, the Company, in each case, including the number and nonassessablekind of securities reserved for issuance on exercise or conversion of any such securities or other rights, the exercise or conversion price of any such securities or other rights, and any applicable vesting schedule for any such securities or other rights. The issued and outstanding Manager Membership Interests are Except as set forth on Section 4.02(a3.02(c) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization DateSchedules, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and does not have not been issued in violation ofoutstanding, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration ofauthorized, or restricts in effect any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits intereststock, profit participation, or similar rightrights. Except as set forth on Section 3.02(c) of the Disclosure Schedules, there are no voting trusts, stockholder agreements, proxies or other agreements, understandings, or equity or equity-based award obligations in effect with respect to a Company Entity to which a Company Entity is a party the voting, transfer or by which a Company Entity is otherwise bound. sale (e) Section 4.02(eincluding any rights of first refusal, rights of first offer, or drag-along rights), issuance (including any pre-emptive or anti-dilution rights), redemption or repurchase (including any put or call or buy-sell rights), or registration (including any related lock-up or market standoff agreements) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share shares of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityCompany.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as As of the close of business on March 818, 2024 2021, without giving effect to the Investment, the authorized share capital of Pubco consists of (the “Capitalization Date”)i) 50,000,000 shares of Pubco Common Stock, 19,679,924 of which are issued and outstanding, and (ii) 5,000,000,000 5,000,000 shares of Company Class B Common Pubco Preferred Stock, none of which are issued and outstanding as outstanding. As of the close of business on the Capitalization DateMarch 18, 2021, (iiiw) 5,000,000,000 shares of Company Class C Common Stock2,340,619 Pubco Options are issued and outstanding, none of which (x) 130,507 Pubco RSUs are issued and outstanding, (y) no Pubco Warrants are issued and outstanding as of the close of business on the Capitalization Date, and (ivz) 4,983,448,411 482,914 shares of Company Class X Common Pubco Capital Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were being held by Pubco in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Dateits treasury. All of the issued and outstanding Shares shares of Pubco Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws Law and all applicable foreign (iii) were not issued in breach or violation of any preemptive rights or Contract. All shares of Pubco Common Stock issuable upon exercise, vesting or settlement, as applicable, of outstanding Pubco Options and state securities or “blue sky” lawsPubco RSUs have been duly authorized and, when issued, will have been validly issued, fully paid and nonassessable. (cb) Except as set forth in the OpCo Operating Agreement or the Manager Operating AgreementThere are no issued and outstanding bonds, (i) no outstanding Sharedebentures, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note notes or other Indebtedness of any the Company Entity has a having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matter matters on which stockholders of the Company, members of Manager or members of OpCo have Company Stockholders are entitled to vote. Pubco is not a right party to vote and (iv) no any Contract of any Company Entity relates relating to the voting or registration of, or restricts restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to)of, any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityPubco Common Stock.

Capitalization. (a) The authorized capital stock of the Company Parent consists of (i) 5,000,000,000 300,000,000 shares of Company Class A Parent Common Stock (including any Company Restricted Shares), of which 301,078,199 and 10,000,000 shares of Company Class A preferred stock, no par value. As of December 6, 2002, 56,207,012 shares of Parent Common Stock have been were issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 and no shares of Company Class B preferred stock of Parent were issued and outstanding. The Parent Common Stock, none including the shares of which Parent Common Stock to be issued in exchange for Company Common Stock, have attached thereto rights (the "Rights") to purchase one one-hundredth (1/100) of a share of Series A Participating Cumulative Preferred Stock (the "Series A Preferred Stock"). The Rights are issued pursuant to a Rights Agreement (the "Rights Agreement") dated as of January 18, 2000 between Parent and Branch Banking and Trust Company. All of such issued and outstanding as of the close of business on the Capitalization Dateshares are, (iii) 5,000,000,000 and any shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Parent Common Stock as of to be issued in connection with this Agreement, the Capitalization DateMerger and the transactions contemplated hereby will be, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Datevalidly issued, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessablenonassessable and free of preemptive rights. The issued Parent has reserved for issuance a sufficient number of shares of Parent Common Stock to cover the exercise of all outstanding options and outstanding Manager Membership Interests are as set forth on Section 4.02(a) warrants of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests which shall remain outstanding as upon consummation of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except Merger as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as Section 5.3 of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsSchedule. (b) The equity interests Newco was formed solely for the purpose of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth engaging in the OpCo Operating Agreement or the Manager Operating transactions contemplated by this Agreement, (i) has engaged in no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity business activities and has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound conducted its operations only as contemplated by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in The authorized capital stock of Newco consists of 1,000 shares of common stock, par value $0.01 per share, and Parent is directly the record and beneficial owner of all material respects with applicable Law. Other than the OpCo Membership Interestssuch shares, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no all of such shares so owned by Parent are validly issued, reserved for issuancefully paid and nonassessable and are owned by Parent free and clear of any claim, outstanding, lien or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award encumbrance of any kind with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundthereto. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 120,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)Stock, (ii) 5,000,000,000 100,000 shares of Company Class Series A Preferred Stock, (iii) 5,000 shares of Series B Preferred Stock, and (iv) 5,000 shares of undesignated preferred stock. As of the date hereof, there are (i) 116,205,638.036 shares of Common StockStock issued and outstanding, (ii) 91,327.375 shares of Series A Preferred Stock issued and outstanding, and (iii) 1,000.000 shares of Series B Preferred Stock issued and outstanding, none of which are issued held by the Company as treasury stock or by any Subsidiary. A list of all holders of Common Stock and outstanding Preferred Stock together with the number of shares held by each such holder, in each case as of the close of business date hereof, is set forth on the Capitalization DateSchedule 5.4(a), (iii) 5,000,000,000 and each such holder holds good, valid and marketable title to such shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company or Preferred Stock, none as applicable, free and clear of which all Liens other than restrictions on transfer under applicable federal and state securities Laws. There are issued or outstanding as no holders of capital stock of the close of business Company other than as set forth on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization DateSchedule 5.4(a). All of the issued and outstanding Shares have been shares of Common Stock and Preferred Stock were duly authorized and validly issued for issuance and are validly issued, fully paid and nonassessable. The issued non-assessable and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation ofof any purchase or call option, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights right of first refusal, purchase optionsubscription right, call option preemptive right or any similar rights. The There are no accrued or unpaid dividends with respect to any issued and outstanding equity interests shares of OpCo as Common Stock or Preferred Stock that will not be satisfied by the payment of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsMerger Consideration hereunder. (b) The equity interests Except as set forth on Schedule 5.4(b) and other than the Options set forth on Schedule 5.4(c) as of each Executive Holdcothe date hereof, there is no existing option, warrant, call, right, or Contract of any character to which the Company is a party requiring, and there are no securities of the Company outstanding that upon conversion, exercise or exchange would require, the Manager Membership Interests issuance of any shares of capital stock of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for, purchase or receive shares of capital stock of the Company. Except as set forth on Schedule 5.4(b) and other than the OpCo Membership Interests have been granted Options set forth on Schedule 5.4(c), the Company is not a party to, or issued in compliance in all material respects otherwise subject to, any voting trust, proxy or other Contract with all applicable federal securities laws and all applicable foreign and state securities respect to the voting, redemption, repurchase, sale, transfer or “blue sky” lawsother disposition of the Common Stock or Preferred Stock. (c) Except as set forth in With respect to each Option, Schedule 5.4(c) indicates the OpCo Operating Agreement or the Manager Operating Agreementholder thereof, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreementgrant, the exercise price per share, the applicable vesting schedule, and the expiration date thereof. Each Company Equity Award Option was issued in compliance in all material respects with applicable Law. Other an exercise price for purposes of Section 409A of the Code that is no less than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) fair market value of the Company Disclosure Letter sets forth a complete schedule underlying stock on the date of any phantom units or similar interests that relate to such equity interests of any Company Entity as grant and is exempt from Section 409A of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date)Code. (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of of: (i) 5,000,000,000 150,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are 13,637,085 were issued and outstanding as of the close of business on the Capitalization DateFebruary 25, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date 2022; and (viii) 1,000,000,000 12,500,000 shares of Company Preferred Stock, none of which are (x) 6,050,000 shares were designated as 7.25% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) and 1,450,000 were issued or and outstanding as of February 25, 2022 and (y) 6,450,000 were designated as 6.50% Series C Cumulative Redeemable Preferred Stock (the close of business on the Capitalization Date. No Shares “Series C Preferred Stock”) and 5,000,000 shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary issued and outstanding as of the close of business on the Capitalization DateFebruary 25, 2022. All of the outstanding Shares Company Common Stock and Company Preferred Stock have been duly authorized and validly issued issued, and are fully paid and nonassessable. The issued and As of February 25, 2022, 113,636 shares of Company Common Stock were subject to issuance pursuant to outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsPerformance RSU Awards. (b) The equity interests Company is the sole general partner of each Executive Holdcothe Operating Partnership. As of February 25, 2022, the Manager Membership Interests Company held, directly or indirectly, 13,637,085 OP Units, 1,450,000 Series B Preferred OP Units and 5,000,000 Series C OP Units in, and was the OpCo Membership Interests have been granted or sole general partner of, the Operating Partnership. As of February 25, 2022, the Operating Partnership had outstanding 80,791 OP Units, held by Persons other than the Company. All outstanding OP Units are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities violation of any preemptive or “blue sky” lawssimilar right, purchase option, call or right of first refusal or similar right. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no None of the outstanding Share, Manager Membership Interest or OpCo Membership Interest Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiturerepurchase, right of participation, right of maintenance participation or any similar right, ; (ii) no none of the outstanding Share, Manager Membership Interest or OpCo Membership Interest Company Common Stock is subject to any right of first refusal in favor of the Company, Manager Company or OpCo, any of the Acquired Companies; (iii) there is no outstanding bond, debenture, note contract to which the Company or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have Acquired Companies is a right to vote and (iv) no Contract of any Company Entity relates party relating to the voting or registration ofof any Company Common Stock, and (iv) there is no contract to which the Company or restricts any of the Acquired Companies is a party restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any ShareCompany Common Stock, Manager Membership Interest except as set forth in the Company’s Articles of Incorporation. None of the Company or OpCo Membership Interest. The Company Entities are not any of the Acquired Companies is under any obligation, nor are they is bound by any Contract contract pursuant to which they may it will become obligated, to repurchase, redeem, redeem or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Actor other securities. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than Except as set forth in on Section 4.02(d4.4(d) of the Company Disclosure Letter)Schedule, (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs there are no bonds, debentures, notes or their respective Representatives copies other Indebtedness of the Company Stock Plan covering Company Equity Awards or the Acquired Companies issued and outstanding and having the forms of all award agreements covering material Company Equity Awards outstanding as right to vote (or convertible or exercisable or exchangeable for securities having the right to vote) on any matters on which stockholders of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundmay vote. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in this Section 4.02(a4.3 and for changes since February 25, 2022 resulting from the exercise or settlement of Company Compensatory Awards outstanding on such date or granted thereafter as permitted under Section 6.1(d), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is was no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, warrant or other right (whether or not currently exercisable), agreement or commitment of any character ) to acquire any share shares of the capital stock or other equity or membership intereststock, restricted stock unit, stock-based performance unit, profits interest or profits unitshares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from from, the value of any share shares of capital stock, membership interests or other securities stock of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is boundthe Company; (iiiii) outstanding security, instrument, bond, debenture, debenture or note or obligation that is or may become convertible into or exchangeable for any share shares of the capital stock, membership interests stock or other securities of a any of the Company Entityor the Acquired Companies; or (iviii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a any of the Company Entity or an Acquired Company is or may become obligated to sell or otherwise issue any share shares of its capital stock, membership interests stock or any other security. None securities. (f) The Company owns, directly or indirectly, all of the issued and outstanding shares of share capital or other equity securities of each of the Acquired Companies, free and clear of any Encumbrances other than transfer and other restrictions under applicable federal and state securities Laws and restrictions in the organizational documents of the Company Entities or their Subsidiaries, and all of such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as applicable) and free of preemptive rights. Neither the Company Subsidiaries is nor any Acquired Company has any obligation to acquire any equity interest in another Person, or to make any investment (in each case, in the form of a party to any stockholders’ agreementloan, proxy, voting trust agreement or registration rights agreement capital contribution or similar agreementstransaction) in, arrangements any other Person (including any Subsidiary of the Company). (g) All dividends or commitments relating to other distributions on the shares of Company Common Stock, the OP Units and the shares of Company Preferred Stock and any equity dividends or other distributions on any securities of a Company Entity any of the Company’s Subsidiaries that have been authorized or any other Contract relating declared prior to disposition, pledges, voting or the date of this Agreement have been paid in full (except to the extent such dividends with respect to any equity securities of a Company Entityhave been publicly announced and are not yet due and payable).

Capitalization. (a) The Immediately prior to giving effect to the transactions contemplated hereby, the authorized capital stock of the Company consisted of (i) 8,000 shares of Common Stock of which 5,756 shares were issued and outstanding, (ii) 3,437 shares of Convertible Preferred Stock, of which no shares were issued and outstanding and (iii) 3,437 shares of Redeemable Preferred Stock, of which no shares were issued and outstanding. As of the Closing and after giving effect to the transactions contemplated hereby, the authorized capital stock of the Company consists of (i) 5,000,000,000 8,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 2,158.500 shares of Company Class A Common Stock have been are issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)outstanding, (ii) 5,000,000,000 3,437 shares of Company Class B Common Convertible Preferred Stock, none of which 3,436.099 shares are issued and outstanding as of the close of business on the Capitalization Date, and (iii) 5,000,000,000 3,437 shares of Company Class C Common Redeemable Preferred Stock, none of which no shares are issued and outstanding as of outstanding. The relative rights, preferences and other provisions relating to the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Convertible Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company Redeemable Preferred Stock and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests Common Stock are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement Articles of Incorporation, and such rights and preferences are not subject tovalid and enforceable in accordance with their terms under the laws of the State of Illinois. Except as contemplated by the Transaction Documents, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as provided herein, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein, and has not redeemed any shares of its capital stock in the past three (3) years. As of the Closing, and after giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued, fully paid and non-assessable, and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws without giving rise to preemptive rights of any kind. The Company has duly and validly authorized and reserved (A) 273.516 shares of Common Stock (subject to adjustment) for issuance in connection with awards granted or subscription exercised under the Stock Option Plan, (B) 3,436.099 shares of Common Stock and 3,436.099 shares of Redeemable Preferred Stock (subject to adjustment), all for issuance upon conversion of the Convertible Preferred Stock, and (C) 210.016 shares of Common Stock (subject to adjustment) for issuance upon exercise of the Warrants, and the shares of Common Stock so issued will, upon such grant, exercise or conversion, be validly issued, fully paid and non-assessable. As of the Closing, and after giving effect to the transactions contemplated hereby, other than rights set forth herein or in the Articles of Incorporation, the Registration Rights Agreement or the Stockholders' Agreement, there are (1) no preemptive rights, rights of first refusal, purchase optionput or call rights or obligations or anti-dilution rights with respect to the issuance, call option sale or similar rights. The issued and outstanding equity interests of OpCo as redemption of the close Company's capital stock or any interests therein, (2) no rights to have the Company's capital stock registered for sale to the public in connection with the laws of business any jurisdiction and (3) no documents, instruments or agreements relating to the voting of the Company's voting securities or restrictions on the Capitalization Date transfer of the Company's capital stock. (b) Immediately prior to the Closing, the Stockholders are the sole record and beneficial owners of the shares of Common Stock set forth opposite their names on Exhibit A attached hereto, free and clear of any Claims including Claims of spouses, former spouses and other family members. After giving effect to the transactions contemplated hereby, the Common Stock and the Convertible Preferred Stock will be held as set forth on Section 4.02(a2.4(b) of the Company -7- Disclosure Letter. Such list sets forth Schedule free and clear of any Claims (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held other than restrictions imposed by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Dateunregistered securities generally). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 150,000,000 shares of Company Class A Common Stock Stock, par value $.01 per share (including any Company Restricted Shares), of which 301,078,199 shares of Company "Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”Stock"), (ii) 5,000,000,000 5,000,000 shares of Company Class B Common Stock, none par value $.01 per share ("Class B Common Stock"), and 5,000,000 preferred shares, par value $.01 per share, of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 51,484,154 shares of Company Class C A Common Stock, none 1,627,933 shares of which Class B Common Stock and no preferred shares are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Datedate hereof. All of the outstanding Shares shares of Class A Common Stock and Class B Common Stock have been duly authorized and validly issued issued, and are fully paid and nonassessablenon-assessable, and not subject to any preemptive right. The issued As of the date of this Agreement, the Company has reserved for issuance (1) 11,577,245 shares of Class A Common Stock and 476,214 shares of Class B Common Stock issuable upon exercise of Company Stock Options outstanding Manager Membership Interests are as on the date hereof, (2) 12,046,244 shares of Class A Common Stock and 133,564 shares of Class B Common Stock issuable upon exercise of Warrants outstanding on the date hereof, and (3) 1,627,933 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock outstanding on the date hereof. A true and correct list of all Company Stock Options and Warrants is set forth on in Section 4.02(a) 4.02 of the Company Disclosure Letter. Such list sets forth Each of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries has been duly authorized and validly issued, and is fully paid and non-assessable and are owned, beneficially and of record, by a direct or indirect wholly owned Subsidiary of the Company free and clear of any Lien, and not subject to any preemptive right. There are no proxies with respect to any shares of any such Subsidiary. Other than with respect to the Subsidiaries of the Company, the Company does not own, directly or indirectly, (i) the number and class any capital stock or other equity securities of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and any corporation or (ii) any direct or indirect equity or ownership interest, including interests in partnerships and joint ventures, in any business. The Company does not have outstanding any bonds, debentures, notes or other obligations the number and class holders of Manager Membership Interests held by which have the right to vote (or that are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. (b) Except as set forth in Section 4.02(a), and except as may result from the other holders of Manager Membership Interests as exercise, prior to the consummation of the close Merger, of business Company Stock Options or Warrants outstanding on the Capitalization Date. No Manager Membership Interests were owned by OpCo date hereof, there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company or its Subsidiaries, (iii) options, warrants, stock appreciation rights, or other rights to acquire from the Company or its Subsidiaries, or obligations of the Company or its Subsidiaries to issue or sell, any shares of capital stock or other voting securities of the Company or its Subsidiaries, or (iv) equity equivalent interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights. (c) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary as of its Subsidiaries is a party with respect to the voting of the close shares of business any capital stock of the Company or any of its Subsidiaries. (d) No agreement or other document to which the Company or any of its Subsidiaries is a party grants or imposes on any shares of Company Common Stock any right, preference, privilege or transfer restriction with respect to the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, andtransactions contemplated hereby (including any rights of first refusal), except as set forth in the Manager Operating Agreement are not subject toRestated Certificate. All shares of Company Common Stock that may be issued upon the exercise of outstanding Company Stock Options or Warrants will be when issued, any duly authorized, validly issued, fully paid, nonassessable and free of preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and There are no outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) obligations of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class shares of securities capital stock of the Company registered under or any of its Subsidiaries or to provide funds to make any investment (in the Securities Act. (dform of a loan, capital contribution or otherwise) As in the Company, any of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming its Subsidiaries or any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundPerson. (e) Section 4.02(e) 4.02 of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as true and correct statement of the close of business on the Capitalization Date. Section 4.02(e) material terms and conditions of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date)Non-Plan Options. (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company CASTion consists of (i) 5,000,000,000 2,000,000 shares of Company Class A common stock, no par value (the “Common Stock (including any Company Restricted SharesStock”), of which 301,078,199 4,724 shares are issued and outstanding, and 1,340,000 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8preferred stock, 2024 no par value (the “Capitalization DatePreferred Stock”), of which (i) no shares designated as Series A (the “Series A Stock”) are issued and outstanding, (ii) 5,000,000,000 no shares of Company Class B Common designated as Series A-1 (the “Series A-1 Stock”) are issued and outstanding, none of which (iii) no shares designated as Series B-1 (the “Series B-1 Stock”) are issued and outstanding, (iv) no shares designated as Series B-2 (the “Series B-2 Stock”) are issued and outstanding, (v) 124,968 shares designated as Series C-1 (the “Series C-1 Stock”) are issued and outstanding, (vi) 189,278.1 shares designated as Series C-2 (the “Series C-2 Stock”) are issued and outstanding, (vii) 125,000 shares designated as Series C-3 (the “Series C-3 Stock”) are issued and outstanding and (viii) 128,756.09 shares designated as of Series C-4 (the close of business on the Capitalization Date, (iii“Series C-4 Stock”) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Dateoutstanding. No Shares were held in treasury or owned by Manager, OpCo or person has any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights right of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of participate in the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interesttransactions contemplated by this Agreement. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than Except as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options on Exhibit I attached hereto and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e)a part hereof, there is are no issuedoutstanding options, reserved for issuancewarrants, outstandingrights to subscribe to, calls or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment commitments of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked whatsoever relating to, or the value securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock or Preferred Stock, or contracts, commitments, understandings or arrangements by which is in CASTion or any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that Subsidiary is or may become convertible into or exchangeable for any share bound to issue additional shares of capital stockCommon Stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests Preferred Stock or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities (collectively, the “Options”). On or prior to the time of a Company Entity or any Closing, CASTion shall have taken all action necessary to terminate all then-outstanding Options other Contract relating than Options granted to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityemployees under CASTion’s stock option plan.

Capitalization. (a) The authorized capital stock of the Company consists consists, or will, upon the filing of the Certificate and immediately prior to the First Closing, consist, of 40,000,000 shares of Common Stock, $0.001 par value, of which 1,525,000 shares will be issued and outstanding immediately prior to the First Closing, and 36,784,000 shares of Preferred Stock, $0.001 par value, of which (i) 5,000,000,000 18,066,000 shares of Company Class have been designated "Series A Common Stock (including any Company Restricted Shares), Preferred," of which 301,078,199 no shares of Company Class A Common Stock have been will be issued and are outstanding as of immediately prior to the close of business on March 8, 2024 (the “Capitalization Date”), First Closing; and (ii) 5,000,000,000 18,718,000 shares of Company Class have been designated "Series B Common Stock, none Preferred," of which are no shares will be issued and outstanding as of immediately prior to the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization DateFirst Closing. All of the outstanding Shares shares have been duly authorized and validly issued and issued, are fully paid and nonassessable. The , were issued in compliance with all federal and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Datestate securities laws, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation ofof any preemptive rights. The Company has reserved 18,066,000 shares of Series A Preferred for issuance hereunder and 18,718,000 shares of Series B Preferred for issuance hereunder 1,000,000 shares of Common for issuance hereunder, and36,784,000 shares of Common Stock for issuance upon conversion of the authorized Series A and Series B Preferred Stock and 3,300,000 shares of its Common Stock for issuance to employees, except as consultants, or directors under stock plans or arrangements approved by the Board of Directors. The Series A Preferred and Series B Preferred shall have the rights, preferences, privileges and restrictions set forth in the Manager Operating Agreement Certificate. Except as set forth above, there are not subject tono other authorized or outstanding subscription, any warrant, option or other rights or commitments (including, without limitation, preemptive rights or subscription rights, rights of first refusal, ) to purchase option, call option or similar rights. The issued and outstanding equity interests acquire from the Company any shares of OpCo as any class of the close of business on the Capitalization Date are as set forth on Section 4.02(a) capital stock of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of such capital stock, membership interests . The Company is under no duty to redeem or other securities to repurchase any shares of a Company Entity; any class or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share series of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The As of December 31, 2001, the authorized capital stock of the Company consists solely of (i) 5,000,000,000 75,000,000 shares of capital stock (the "Capital Stock of the Company"), including 50,000,000 shares of common stock, par value $0.001 per share (the "Company Class A Common Stock (including any Company Restricted SharesStock"), of which 301,078,199 2,655,000 shares are issued and outstanding, and of which 2,017,722 shares of Company Class A Common Stock have been are not issued and outstanding but are outstanding as issuable upon conversion or exercise of the close other securities, 25,000,000 shares of business on March 8preferred stock, 2024 par value $0.001 per share (the “Capitalization Date”"Company Preferred Stock"), of which 325,000 shares are designated as Series A-1 Preferred Stock (ii) 5,000,000,000 of which 325,000 shares are issued and outstanding), and 1,375,000 shares are designated as Series A-2 Preferred Stock (of which 1,316,009 shares are issued and outstanding), and 5,000,000 shares are designated as Series A-3 Preferred Stock (of which 4,536,320 shares are issued and outstanding, including shares issued to Base Ten and all shares of Series A-3 Preferred Stock that may be or become issuable upon the exercise or conversion of any security or upon exercise of any right). At the Effective Time, the Company shall have no more than 5,000,000 shares of Company Class B Common Stock, none of which are Stock issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 including shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as issuable upon the exercise or conversion of any security), and the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock shall have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 no more than 7,000,000 shares of Company Preferred Stock issued and outstanding. Each share of Company Preferred Stock is convertible into no more than one share of Company Common Stock, none . All issued and outstanding shares of which are issued or outstanding as Capital Stock of the close of business Company on the Capitalization Date. No Shares were held in treasury or owned by Managerdate hereof are, OpCo or any Company Subsidiary as and all shares of Capital Stock of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly Company that will be issued and are outstanding immediately prior to the Effective Time shall be, duly authorized, validly issued, outstanding, fully paid and nonassessable. The issued and outstanding Manager Membership Interests are . (b) Except as set forth on Section 4.02(aSchedule 4.2(b): (i) there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or equity interests or other instruments convertible into such interests; (ii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Capital Stock of the Company; (iii) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of the Company; (iv) no officer or director of the Company Disclosure Letter. Such list sets forth has any rights in any specific property of the Company. (v) neither the Company nor any of its respective Affiliates has entered into any agreement, or is bound by any obligation of any kind whatsoever, to transfer or dispose of the Company Shares or the Business of the Company (or any substantial portion thereof) to any Person other than Base Ten, and neither has entered into any agreement, nor are either of them bound by any obligation of any kind whatsoever, to issue any Capital Stock of the Company to any Person. (vi) since September 30, 2001, (i) the number and class Company has not declared or made any payment of Manager Membership Interests outstanding as any dividend or other distribution in respect of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as Capital Stock of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization DateCompany, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as Company has not redeemed, purchased, or otherwise acquired any of the close of business on the Capitalization Date Company's capital stock or equity interests, and (iii) for there has not been any unvested OpCo Membership Interestssplit, combination or reclassification or any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as shares of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor Capital Stock of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of solely of: (i) 5,000,000,000 8,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 5,127,484 shares of Company Class A Common Stock have been issued and are outstanding as (44,528 shares of which are subject to a right of repurchase in favor of the close of business on March 8, 2024 (the “Capitalization Date”Company), (ii) 5,000,000,000 2,164,286 shares of Company Class B Common Preferred Stock, none of which 2,164,286 shares have been designated Series A Preferred Stock, 2,142,857 shares of which are issued and outstanding as of the close date of business on this Agreement. Except for the Capitalization Dateforegoing, (iii) 5,000,000,000 no other shares of Company Class C Common Stock, none of which are issued and outstanding as capital stock of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and or are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each There are no shares of the Company’s capital stock held in the Company’s treasury. Schedule 3.4(a) sets forth the names of the Stockholders, the addresses of the Stockholders and the number of shares of Company Equity Award was Stock owned of record and beneficially by each Stockholder, in each case, as of the date of this Agreement. All of the issued in compliance in and outstanding shares of capital stock of the Company and all material respects with applicable Lawof the issued and outstanding ownership interests of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and non-assessable. Other than the OpCo Membership Interests, Manager Membership Interests and Except as set forth in Section 4.01(aon Schedule 3.4(a), this Section 4.02(d) and Section 4.02(e)no restrictions on transfer, there is no issued, reserved for issuance, outstanding, or authorized stock repurchase option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock preemptive rights or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) rights of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, first refusal exist with respect to any phantom units shares of capital stock of the Company or similar interests, threshold or distribution value applicable to such interests (if any)any of its Subsidiaries, and vesting conditions no such rights arise by virtue of or in connection with the transactions contemplated hereby. (if not fully vested b) Schedule 3.4(b) sets forth a true, accurate and complete list as of the Capitalization Date). (f) date of this Agreement setting forth the name of each holder of outstanding Company Options and Restricted Shares, the date of grant of each grant of Company Options or Restricted Shares to such holder, the number of shares of Company Common Stock covered by such grant, the exercise price for each such grant of Company Options Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(aon Schedule 3.4(b), Section 4.02(d) there are no issued or Section 4.02(e), as outstanding shares of capital stock of the close Company that are restricted or subject to repurchase or substantial risk of business forfeiture. Except as set forth on the Capitalization DateSchedule 3.4(b), there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, warrant or right (whether or not currently exercisable), agreement or commitment of any character ) issued by the Company to acquire or sell or issue, or otherwise relating to, any share shares of the capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is boundthe Company; (iiiii) outstanding security, instrument, bond, debenture, note instrument or obligation that is or may become convertible into or exchangeable for any share shares of the capital stock, membership interests stock or other securities of a the Company Entity(including, without limitation, any convertible debt); or (iviii) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a the Company Entity is or may would reasonably be expected to become obligated to sell or otherwise issue any share shares of its capital stock, membership interests stock or any other securitysecurities. None There are no outstanding share appreciation, phantom shares, profit participation or other similar rights with respect to the Company. The Company Stock Plan is the only option, equity incentive or similar plan involving the purchase of Company securities that is (or has ever been) in effect. (c) Except as set forth on Schedule 3.4(c), there are no proxies, voting rights, stockholders agreements or other agreements or understandings of which the Company is a party with respect to the voting or transfer of the capital stock of the Company. All shares of Company Stock, all Company Options, all Series A Warrants and all other securities of the Company Entities and each of its Subsidiaries have been issued in compliance with (i) all applicable federal and state securities laws and other applicable legal requirements, and (ii) any pre-emptive rights, rights of first refusal or other requirements set forth in applicable Contracts. Any shares of capital stock or other securities repurchased, redeemed or otherwise reacquired by the Company were validly reacquired in compliance with (A) the applicable provisions of the DGCL, if applicable, and all other applicable Laws, and (B) any requirements set forth in applicable Contracts. The Company is not obligated to redeem or otherwise acquire any of its outstanding shares of capital stock. (d) Schedule 3.4(d) sets forth a list of the Company’s Subsidiaries. For each of the Company’s Subsidiaries, Schedule 3.4(d) sets forth: (i) the authorized capital stock, (ii) the number of shares of each class of capital stock that have been issued and are outstanding, (iii) the number of shares of capital stock held in such Subsidiary’s treasury; (iv) the names of the stockholders of such Subsidiary; and (v) the addresses of such stockholders in their respective states of legal residence and the number of shares of each class of capital stock of such Subsidiary owned of record and beneficially by each such stockholder. Except as set forth on Schedule 3.4(d), all of the Company’s Subsidiaries is a party to any stockholders’ agreementare wholly owned by the Company. Except as set forth on Schedule 3.4(d), proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a neither the Company Entity nor or any of its Subsidiaries has any direct or indirect debt, equity or other investment or interest in any Person or any joint venture. Neither the Company nor or any of its Subsidiaries has any commitments to contribute to the capital of, make loans to or share losses of, any Person (either pursuant to a written Contract relating to disposition, pledges, voting or dividends with respect to any equity securities a Contract in the process of a Company Entitybeing negotiated).

Capitalization. (a) The authorized capital stock of the Company consists solely of (a) 100,000,000 shares of Common Stock and (b) 10,000,000 shares of preferred stock. As of the date hereof, of the 100,000,000 shares of Common Stock authorized, (i) 5,000,000,000 18,054,262 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been are issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)outstanding, (ii) 5,000,000,000 6,378,443 shares are reserved for issuance pursuant to outstanding options and warrants and existing employee stock plans, (iii) 19,369,873 shares are reserved for issuance upon conversion of the shares of Company Class Series C preferred stock and (iv) 36,560,937 shares are reserved for issuance upon exercise of the Warrants. As of the date hereof, of the 10,000,000 shares of preferred stock authorized, (i) 1,000,000 shares have been designated Series A preferred stock, none of which will be issued or outstanding but all of which have been reserved for issuance upon the exercise of rights under the Rights Agreement (ii) 726,371 shares have been designated Series B Common Stockpreferred stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, and (iii) 5,000,000,000 726,371 shares of Company Class have been designated Series C Common Stockpreferred stock, none 726,371 of which are issued and outstanding as outstanding. Each share of capital stock of the close Company that is issued and outstanding has been and each share of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as capital stock of the Capitalization Date, Company issuable upon exercise of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as Options or warrants or upon conversion of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as preferred stock of the Capitalization DateCompany will be when issued in accordance with the respective terms thereof, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stockduly authorized, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Managervalidly issued, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable, and is not subject to nor issued in violation of, any preemptive rights. The issued Except for the Warrants and outstanding Manager Membership Interests are as set forth on Section 4.02(a) 4.05 of the Company Disclosure Letter. Such list sets forth , there are (ia) the number and class of Manager Membership Interests no outstanding as of the close of business on the Capitalization Dateor authorized options, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation ofwarrants, andagreements, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription conversion rights, rights preemptive rights, other rights, subscriptions, claims of first refusalany character, purchase optionobligations, call option convertible or similar rights. The issued and outstanding equity interests exchangeable securities, or other commitments, contingent or otherwise, relating to shares of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) capital stock of the Company Disclosure Letter. Such list sets forth (i) or pursuant to which the number and class Company is or may become obligated to issue shares of OpCo Membership Interests outstanding as its capital stock or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, purchase or acquire, any shares of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor capital stock of the Company, Manager or OpCo, (iiib) no outstanding bondrestrictions upon the dividends, debenture, note voting or other Indebtedness transfer of any Company Entity has a right to vote on any matter on which stockholders shares of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities capital stock of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Planits Certificate of Incorporation, including Bylaws or other governing documents or any agreement or other instruments (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance other than pursuant to outstanding Company RSUs, (iiagreements with Royal Ahold or its Affiliates) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity it is a party or by which a it is bound (provided that no representation is made with respect to capital stock held by Royal Ahold or its Affiliates), and (c) no shares of Common Stock or Preferred Stock held by the Company Entity is otherwise bound. in its treasury. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (eor convertible or exercisable for or exchangeable into securities the holders of which have the right to vote) Section 4.02(e) on any matter. There are no outstanding contractual obligations of the Company Disclosure Letter sets forth a complete schedule to repurchase, redeem or otherwise acquire any shares of Common Stock or any phantom units or similar interests that relate to such equity interests of any Company Entity as other capital stock of the close of business on the Capitalization DateCompany. Section 4.02(e) of These are no voting trusts or other agreements or understandings to which the Company Disclosure Letter also sets forth, is party with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as the voting of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityCompany.

Capitalization. (a) The As of the date hereof the authorized capital stock Capital Stock of the Company consists of of: (i) 5,000,000,000 150,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 62,336,563 shares are issued and outstanding and (ii) 5,000,000 shares of Company Class A Common preferred stock, par value $0.01 per share, of which none are issued and outstanding. All of such shares of Capital Stock have been duly authorized for issuance, and all of such shares which are issued and outstanding have been validly issued and are fully paid, nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The Company has reserved: (i) 15,000,000 shares of Common Stock for issuance to officers, directors, employees, consultants or Affiliates under the Company's 1998 Equity Incentive Plan, of which 5,769,680 are subject to outstanding as options granted thereunder; (ii) 250,000 shares of Common Stock for issuance to non-employee directors of the close Company under the Company's 1998 Director Stock Option Plan, of business which 150,000 are subject to outstanding options granted thereunder; (iii) 500,000 shares of Common Stock for issuance to non-employee directors of the Company under the Company's 1999 Stock Option Plan for Non-Employee Directors, of which 71,770 are subject to outstanding options granted thereunder; (iv) 1,000,000 shares of Common Stock for issuance under the Company's 2000 Stock Option Plan, of which 461,995 are subject to outstanding options granted thereunder; and (v) 250,000 shares of Common Stock for issuance under the Company's Employee Stock Purchase Plan, of which 249,860 are issued and outstanding. All shares of Common Stock subject to issuance as aforesaid, upon issuance on March 8the terms and conditions specified in the instruments pursuant to which they are issuable, 2024 are duly authorized and will be validly issued, fully paid and nonassessable. Other than (i) the “Capitalization Date”NaviSite Warrant No. 1 dated December 15, 2001 to purchase 2,601,626 shares of the Company's Common Stock at an exercise price per share equal to $5.765625 ("NAVISITE WARRANT 1"), (ii) 5,000,000,000 the NaviSite Warrant No. 2 dated December 15, 2001 to purchase 2,601,626 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A 's Common Stock constitutes at an exercise price per share equal to $6.91875 ("NAVISITE WARRANT 2", together with the only outstanding class of securities of NaviSite Warrant 1, the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter"NAVISITE WARRANTS"), (iii) 4,073,339 shares the 7.5% Convertible Subordinated Notes of Company Class A Common Stock reserved for issuance upon exercise NaviSite held by CMGI due December 12, 2003 in the principal amounts of Company Options $50,000,000 and $30,000,000 and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth above in Section 4.01(a), this Section 4.02(d) and Section 4.02(eparagraph (a), there is are no issuedother equity securities, reserved for issuanceoptions, outstandingwarrants, calls, rights, commitments or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity agreements of any character to which a the Company Entity is a party or by which a it is bound obligating the Company Entity is otherwise boundto issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock of the Company or obligating the Company to grant, extend or enter into any such equity security, option, warrant, call, right, commitment or agreement. Except as disclosed in the Company Reports, to the Company's knowledge there are no stockholder agreements, voting agreements or voting trusts relating to any shares of Capital Stock of the Company. (eb) Section 4.02(e) On the Closing Date after giving effect to the transactions contemplated by the Transaction Agreement, the authorized Capital Stock of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is nowill consist of: (i) 150,000,000 shares of Common Stock, of which 86,678,394 shares will be issued and outstanding share (as such number may be increased pursuant to the exercise of capital stock options described in the second sentence of Section 4.08(a) above in accordance with their terms on or prior to the Closing Date) and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of which none will be issued and outstanding. All of such shares of Capital Stock will have been duly authorized for issuance, and all of such shares which shall at such time be issued and outstanding will have been validly issued and will be fully paid, nonassessable and free of any liens or encumbrances other equity than any liens or ownership interest in a encumbrances created by or imposed upon the holders thereof. On the Closing Date after giving effect to the transactions contemplated by the Transaction Agreement the Company Entitywill have reserved: (i) 15,000,000 shares of Common Stock for issuance to officers, directors, employees, consultants or Affiliates under the Company's 1998 Equity Incentive Plan, of which 5,769,680 will be subject to outstanding options granted thereunder; (ii) 250,000 shares of Common Stock for issuance to non-employee directors of the Company under the Company's 1998 Director Stock Option Plan, of which 150,000 will be subject to outstanding subscriptionoptions granted thereunder; (iii) 500,000 shares of Common Stock for issuance to non-employee directors of the Company under the Company's 1999 Stock Option Plan for Non-Employee Directors, optionof which 71,770 will subject to outstanding options granted thereunder; (iv) 1,000,000 shares of Common Stock for issuance under the Company's 2000 Stock Option Plan, callof which 461,995 will be subject to outstanding options granted thereunder; and (v) 250,000 shares of Common Stock for issuance under the Company's Employee Stock Purchase Plan, warrantof which 249,860 will be issued and outstanding (as the number of shares specified in clauses (i) through (v) above that are subject to options or issued and outstanding may be increased by the exercise on or prior to the Closing Date of stock options outstanding on the date hereof in accordance with their terms). All shares of Common Stock subject to issuance as aforesaid, right upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will at the Closing Date be duly authorized and will be validly issued, fully paid and nonassessable. At the Closing Date, after giving effect to the transactions contemplated by the Transaction Agreement, other than (whether or not currently exercisablei) the NaviSite Warrants, (ii) the Notes and (iii) as set forth above in this paragraph (b), agreement there will be no other equity securities, options, warrants, calls, rights, commitments or commitment agreements of any character to acquire any share of capital stock which the Company is a party or other equity by which it is bound obligating the Company to issue, deliver, sell, repurchase or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unitredeem, or cause to be issued, delivered, sold, repurchased or redeemed, any other right that is linked to, or shares of the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None Capital Stock of the Company Entities or obligating the Company Subsidiaries is a party to grant, extend or enter into any stockholders’ such equity security, option, warrant, call, right, commitment or agreement. Except as disclosed in the Company Reports, proxyat the Closing Date there will, to the Company's knowledge be no stockholder agreements, voting trust agreement agreements or registration rights agreement or similar agreements, arrangements or commitments voting trusts relating to any equity securities shares of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities Capital Stock of a Company Entitythe Company.

Capitalization. (a) The authorized capital stock of the Company consists of (ia) 5,000,000,000 25,000,000 shares of Company Class A Common Stock, par value $.001 per share, of which, as of March 8, 1999, 12,494,029 shares were outstanding, 4,142,858 shares are reserved for issuance upon conversion of the Preferred Stock and the Notes, 1,283,626 shares are reserved for issuance upon exercise of the Warrants, and 5,363,917 shares are reserved for issuance upon the exercise of certain stock options and warrants, and (including any Company Restricted Shares)b) 10,000,000 shares of preferred stock, par value $.001 per share, of which 301,078,199 (i) 3,000 shares of Company Class A Common Stock have been designated Series A Preferred Stock, of which 3,000 shares are issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)outstanding, (ii) 5,000,000,000 312,882 shares of Company Class have been designated Series B Common Preferred Stock, none of which 27,168 shares are issued and outstanding as of the close of business on the Capitalization Dateoutstanding, (iii) 5,000,000,000 1,500 shares of Company Class have been designated Series C Common Preferred Stock, none of which 1,000 shares are issued and outstanding as of the close of business on the Capitalization Dateoutstanding, and (iv) 4,983,448,411 80,000 shares have been designated Series D Preferred Stock. Upon the purchase and sale of the shares of Company Class X Common the Preferred Stock as to the Purchaser pursuant to this Agreement, all of the Capitalization Date, of which 166,046,191 such shares of Company Class X Common Stock have been will be duly and validly issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Dateoutstanding. All of the outstanding Shares have capital stock has been duly authorized and validly issued and are is fully paid and nonassessable. The nonassessable and has been issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) in compliance with all applicable securities laws (including the provisions of the Company Disclosure Letter. Such list sets forth (iSecurities Act and the rules and regulations promulgated thereunder) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class no outstanding capital stock or other equity securities of Manager Membership Interests held by the Company ranks senior or pari passu with the Preferred Stock in right of payment of dividends, or rights upon liquidation or redemption. There are no options, convertible securities, warrants, calls, pledges, transfer restrictions (except restrictions imposed by federal and the other holders state securities laws), voting restrictions, liens, rights of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rightsfirst offer, rights of first refusal, purchase option, call option antidilution provisions or similar rights. The commitments of any character relating to any issued and outstanding equity interests or unissued shares of OpCo as capital stock of the close of business on Company other than as contemplated in the Capitalization Date are Related Documents. Except as contemplated by this Agreement and the Related Documents or as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization DateinSchedule 4.3, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests there are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any no preemptive or subscription rights, other preferential rights applicable to the issuance and sale of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCoincluding the Securities, (iii) no outstanding bondthe Dividend Shares, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities Conversion Shares and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundWarrant Shares. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The As of September 30, 2006, the authorized capital stock of the Company consists consisted of (i) 5,000,000,000 166,666,666 shares of Company Class A Common Stock Stock, par value $.01 per share, and (including any Company Restricted Sharesii) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of which 301,078,199 100,000 shares were designated as Series A Preferred Stock and one share was designated as Special Voting Preferred Stock. Of such authorized capital stock, (i) 33,960,275 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are were issued and outstanding as of the close September 30, 2006, all of business on the Capitalization Datewhich were validly issued and fully paid, nonassessable and free of preemptive rights, (iiiii) 5,000,000,000 55,000 shares of Company Class C Common Stock, none Series A Preferred Stock and one share of which are Special Voting Preferred Stock were issued and outstanding as of the close of business on the Capitalization DateSeptember 30, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date2006, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) 5,054,406 shares of Common Stock were reserved for any unvested OpCo Membership Interestsissuance pursuant to the exercise of outstanding warrants to purchase Common Stock and 3,627,834 shares of Common Stock were reserved for issuance pursuant to the exercise of outstanding options to purchase Common Stock, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary in each case as of the close September 30, 2006. As of business on the Capitalization Date. The OpCo Membership Interests are validly September 30, 2006, 9,229,676 exchangeable shares of Waste Services (CA), Inc. were issued and have not been issued in violation ofoutstanding, and2,911,794 of which were owned, except as set forth in directly or indirectly, by the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsCompany. (b) The equity interests of each Executive HoldcoExcept with respect to the Shares or as set forth in subsection 2.2(a) above, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state there are no outstanding options, warrants, subscriptions, calls, convertible securities or “blue sky” lawsother rights, agreements, arrangements or commitments (contingent or otherwise) (including any right of conversion or exchange under any outstanding security, instrument or other agreement) obligating the Company or any of its direct or indirect subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or obligating them to grant, extend or enter into any such agreement or commitment. There are no outstanding contractual obligations of the Company or any of its direct or indirect subsidiaries to repurchase, redeem or otherwise acquire any shares or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person other than a wholly-owned subsidiary of the Company. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating AgreementThe Company has not issued any capital stock since September 30, 2006 other than (i) no pursuant to the grant of equity compensation under the Company’s Benefit Plans and the exercise of outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, stock options granted thereunder and (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligatedwarrants outstanding as of September 30, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act2006. (d) As Upon consummation of the close Closing, including receipt by the Company of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance aggregate purchase price payable pursuant to awards outstanding under Section 1.1 hereof, the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no Shares purchased by each Investor will be validly issued, reserved fully paid and nonassessable and will not be subject to any Lien (except for issuanceany such Lien created directly by such Investor). Without limiting the foregoing Section 2.2, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar no preemptive right, co-sale right, registration right, right of first refusal or equity or equity-based award other similar right exists with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) the issuance and sale of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity Shares, except as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth provided in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, this Agreement or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityAncillary Agreements.

Capitalization. (a) The authorized capital stock Company Capital Stock as of the Company date of this Agreement consists of (i) 5,000,000,000 110,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, par value $0.00001 per share, of which 301,078,199 6,738,292 shares of Company Class A Common Stock have been issued and are outstanding as of the close date of business on March 8this Agreement, 2024 and (ii) 82,553,957 shares of preferred stock, par value $0.00001 per share (the “Capitalization DateCompany Preferred Stock”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which 4,717,978 shares, $0.00001 par value per share, are issued and outstanding designated as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none Series A Preferred Stock of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock 4,717,978 have been issued and are outstanding as of the close date of business on the Capitalization Datethis Agreement; 37,105,352 shares, (v) 989,681,838 shares of Company Class Y Common $0.00001 par value per share, are designated as Series B Preferred Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock 25,874,811 have been issued and are outstanding as of the close date of business on the Capitalization Date this Agreement; and (vi) 1,000,000,000 shares of Company 40,730,627 shares, $0.00001 par value per share, are designated as Series C Preferred Stock, none Stock of which 30,053,129 have been issued and are issued or outstanding as of the close date of business on the Capitalization Datethis Agreement. No Shares were held The Company does not hold any shares of its capital stock in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. its treasury. (b) All of the outstanding Shares shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued issued, and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement Investor Agreements, none of the outstanding shares of Company Common Stock or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest Company Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no right and none of the outstanding Share, Manager Membership Interest shares of Company Common Stock or OpCo Membership Interest Company Preferred Stock is subject to any right of first refusal in favor of the Company. Except as contemplated herein and in the Investor Agreements, Manager or OpCo, (iii) there is no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates relating to the voting or registration of, or restricts restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest shares of Company Common Stock or OpCo Membership InterestCompany Preferred Stock. The Company Entities are is not under any obligation, nor are they is it bound by any Contract pursuant to which they it may become obligated, to repurchase, redeem, redeem or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, or other than as set forth in securities. Section 4.02(d2.6(b) of the Company Disclosure Letter), (iii) 4,073,339 Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Class A Common Stock reserved for issuance upon (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. (c) Except for the Company’s Amended and Restated 2007 Equity Incentive Plan (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, 16,218,577 shares are subject to outstanding Company Options and (iv) 13,764 no shares of Company Restricted Shares. The Company has made Common Stock remain available for future grants of awards pursuant to the Parent Entities and the Merger Subs or their respective Representatives copies Company Plan. Section 2.6(c) of the Company Stock Plan covering Disclosure Schedule sets forth the following information with respect to each Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards Option outstanding as of the date of this Agreement. Each : (i) the name of the optionee; (ii) the number of shares of Company Equity Award Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was issued in compliance in all material respects with granted; (vi) the applicable Law. Other than vesting schedule, including the OpCo Membership Interests, Manager Membership Interests number of vested and unvested shares as set forth in Section 4.01(a), of the date of this Section 4.02(dAgreement and any acceleration provisions; (vii) the date on which such Company Option expires; and Section 4.02(e), there (viii) whether such Company Option is no issued, reserved for issuance, outstanding, or authorized intended to constitute an “incentive stock option, restricted ” (as defined in the Code) or a non-qualified stock unit award, restricted option. The Company has made available to Parent an accurate and complete copy of the Company Plan and all stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award option agreements evidencing outstanding options granted thereunder. No vesting of Company Options will accelerate in connection with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundthe closing of the Contemplated Transactions. (ed) Except for the Company Options set forth on Section 4.02(e2.6(c) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization DateSchedule, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, warrant or right (whether or not currently exercisable), agreement or commitment of any character ) to acquire any share shares of the capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, securities of the Company or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is boundits Subsidiaries; (iiiii) outstanding security, instrument, bond, debenture, note instrument or obligation that is or may become convertible into or exchangeable for any share shares of the capital stock, membership interests stock or other securities of a the Company Entityor any of its Subsidiaries; or (iviii) rights plan (condition or similar plan commonly referred circumstance that is reasonably likely to as give rise to or provide a “poison pill”) basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or Contract under which a Company Entity is receive any shares of capital stock or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None securities of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other Contract relating to disposition, pledges, voting or dividends similar rights with respect to the Company or any equity of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of a the Company Entityhave been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (ai) The authorized capital stock of the Company consists of (i) 5,000,000,000 100,000,000 shares of Common Stock and 5,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Preferred Stock, par value $0.10 per share, of which 301,078,199 shares of the Company Class A Common Stock have been issued and are outstanding as (the “Company Preferred Stock”). As of the close of business on March 8August 18, 2024 2008 (the “Capitalization Date”), (ii) 5,000,000,000 there were 29,605,684 shares of Common Stock outstanding and no shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on Preferred Stock outstanding. Since the Capitalization Date, (iii) 5,000,000,000 the Company has not issued any shares of Company Class C Common Preferred Stock, none or any shares of which are issued and outstanding as Common Stock except pursuant to the valid exercise or conversion of the close of business on the Capitalization Date, (ivsecurities set forth in Section 2.2(b) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as Disclosure Schedule. As of the close of business on the Capitalization Date and immediately prior to the Closing, no shares of Common Stock or Company Preferred Stock were reserved or to be made available for issuance, except for (vi1) 1,000,000,000 (A) 2,604,841 shares of Common Stock reserved for issuance upon the exercise of options outstanding as of the Capitalization Date and (B) 2,766,592 shares of Common Stock reserved for future issuance under the Company’s Benefits Plans, and (2) 296,056.84 shares of Company Preferred Stock designated as Junior Participating Preferred Stock, none without par value, reserved or to be made available for issuance upon the exercise of which are issued or outstanding rights granted under the Shareholder Protection Rights Agreement, dated as of March 29, 2002 (the close of business on “Rights Plan”) between the Capitalization Date. No Shares were held in treasury or owned by ManagerCompany and Equiserve Trust Company, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. N.A. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights. The No bonds, debentures, notes or other indebtedness which, by their terms, have the right to vote on any matters on which the shareholders of the Company may vote (“Voting Debt”) are issued and outstanding Manager Membership Interests are as set outstanding. (ii) Set forth on in Section 4.02(a2.2(b)(ii) of the Disclosure Schedule is a true and complete list of all Indebtedness of the Company Disclosure Letterand its Subsidiaries as of the date of this Agreement with an outstanding principal amount in excess of $1,000,000 individually, including for each such item of Indebtedness, the outstanding principal amount, interest rate as in effect between the date of this Agreement and the maturity date thereof, and the schedule of the principal payments, and any Liens that relate to such Indebtedness. Such list sets forth For the purposes of this Agreement, “Indebtedness“ shall mean, with respect to any person, (a) all liabilities of such person for borrowed money, whether contingent, current or funded, secured or unsecured, (b) all liabilities of such person for the deferred purchase price of property or services, (c) all liabilities of such person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all liabilities of such person as lessee under leases that have been or are required to be, in accordance with GAAP as of the date hereof, recorded as capital leases, (f) all obligations, contingent or otherwise, of such person under bankers’ acceptance, letter of credit or similar facilities, (g) any other amounts required to be considered as indebtedness for purposes of GAAP as of the date hereof, (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed in any manner by such person, and (i) all Indebtedness referred to in clauses (a) through (g) above secured by any Lien on property (including accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the number payment of such Indebtedness; provided, that clauses (a) through (i) shall include all accrued interest, premiums and class penalties upon prepayment of Manager Membership Interests such outstanding as Indebtedness; provided, further, that for the avoidance of the close of business on the Capitalization Datedoubt, (x) ordinary course accounts payable and (iiy) the number and class of Manager Membership Interests held by indebtedness between the Company and the other holders any of Manager Membership Interests as its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as shall not be considered Indebtedness. (iii) As of the close date of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, andthis Agreement, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a2.2(b) of the Company Disclosure Letter. Such list sets forth Schedule (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on which Section 4.02(a) of the Company Disclosure Letter. Such list also sets forth the number strike or exercise prices, and the class of equity interests outstanding of such Executive Holdco and the holders thereof as other term or expiration date, of the close of business on relevant securities), the Capitalization Date. No equity interests of an Executive Holdco were owned Company does not have and is not bound by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation ofoutstanding subscriptions, andoptions, except as set forth in the operational documents of the applicable Executive Holdcowarrants, are not subject tocalls, any preemptive commitments or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness agreements of any Company Entity has a right to vote on any matter on which stockholders of character calling for the Company, members of Manager purchase or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration issuance of, or restricts any Person from purchasing, selling, pledging securities or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become rights convertible into or exchangeable for for, any share shares of capital stock, membership interests Common Stock or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests Preferred Stock or any other security. None Equity Securities of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating securities representing the right to disposition, pledges, voting purchase or dividends with respect to otherwise receive any equity securities shares of a capital stock of the Company Entity(including any rights plan or agreement).

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 75,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 $0.001 par value per share (the “Capitalization DateCommon Stock”), (ii) 5,000,000,000 50,000,000 shares of Company Class B Common preferred stock, $0.001 par value per share (the “Preferred Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date”), of which 166,046,191 a total of 250,000 shares of Company Class X Common Preferred Stock have been issued and are outstanding as designated in a series of Series A Junior Participating Preferred Stock. As of the close of business on the Capitalization Datedate hereof, (v) 989,681,838 no other shares of Company Class Y Common the Preferred Stock as bear any designation. As of the Capitalization DateMay 19, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement2010, (i) no 33,665,813 shares of Common Stock were issued and outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right (of repurchase or forfeiture, right of participation, right of maintenance or any similar rightwhich 20,800 shares were Restricted Stock), (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right shares of first refusal in favor of the Company, Manager or OpCoPreferred Stock were issued and outstanding, (iii) no outstanding bond, debenture, note 5,347,072 shares of Common Stock were issued and held in the treasury of the Company or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of otherwise owned by the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract an aggregate of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 2,776,854 shares of Company Class A Common Stock were reserved for future issuance pursuant subject to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock and reserved for issuance pursuant to upon (A) exercise of outstanding Company RSUsOptions or (B) lapse of restrictions on Restricted Stock Units (collectively, the “Company Stock Rights”), and (iiv) 1,033,295 all 250,000 shares of Company Class Series A Common Junior Participating Preferred Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock have been reserved for issuance upon exercise of the Company Options Rights. All of the outstanding shares of the Company’s capital stock are, and (iv) 13,764 Company Restricted Shares. The Company has made available all Shares which may be issued pursuant to the Parent Entities and the Merger Subs exercise or their respective Representatives copies vesting of the outstanding Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was Rights will be, when issued in compliance in all material respects accordance with applicable Law. Other than the OpCo Membership Intereststerms thereof, Manager Membership Interests and as set forth in Section 4.01(a)duly authorized, this Section 4.02(d) and Section 4.02(e), there is no validly issued, reserved for issuancefully paid and non-assessable. There are no bonds, outstandingdebentures, notes or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock other indebtedness having general voting rights (or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. convertible into securities having such rights) (e) Section 4.02(e“Voting Debt”) of the Company Disclosure Letter sets forth a complete schedule or any Company Subsidiary issued and outstanding. Except for Company Stock Rights described in this Section 3.2(a) and the Company Rights, there are no (x) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any phantom units or similar interests that relate to such equity interests of kind, including any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthstockholder rights plan, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked relating to, or the value of which is determined in reference to, the issued or unissued capital stock of the Company or any way based on Company Subsidiary, obligating the Company or derived from the value of any share Company Subsidiary to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stockstock or Voting Debt of, membership interests or other equity interest in, the Company or any Company Subsidiary or securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for such shares or equity interests, or obligating the Company or any share of capital stockCompany Subsidiary to grant, membership interests extend or enter into any such option, warrant, call, subscription or other securities of a Company Entity; right, agreement, arrangement or commitment (iv) rights plan (or similar plan commonly referred to as a collectively, “poison pillEquity Interests”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None (y) outstanding contractual obligations of the Company Entities or any Company Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary or any affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Company Subsidiary. No Company Subsidiary owns any Shares. (b) As of May 19, 2010, the Company had outstanding Company Options to purchase 1,277,344 shares of Common Stock, 1,499,510 shares of Common Stock subject to Restricted Stock Units, and 20,800 shares of Restricted Stock granted under Company Stock Plans. All of Company Stock Rights and Restricted Stock have been granted to eligible employees, consultants or directors of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice pursuant to the Company Stock Plans. Since May 19, 2010 to the date hereof, the Company has not granted any Company Stock Rights or shares of Restricted Stock. Section 3.2(b) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Stock Rights and shares of Restricted Stock as of May 19, 2010 and (i) the date of their grant and the portion thereof that is vested as of May 19, 2010 and if applicable, the exercise price therefor, (ii) the date upon which each Company Stock Right would normally be expected to expire absent termination of employment or other acceleration, and (iii) whether or not such Company Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. (c) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to the voting of the Company’s Common Stock or any capital stock of, or other equity securities interest of a the Company Entityor any of the Company Subsidiaries. (d) Except as may be incurred after the date hereof in accordance with Section 5.1, as of the date hereof, there is not any material indebtedness for borrowed money, or material guarantees of indebtedness for borrowed money of any Person, by the Company or any of the Company Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 40,000,000 shares of Company Common Stock and (ii) 2,000,000 shares of Class A Preferred Stock, par value $10.00 per share (“Company Preferred Stock”), of which 1,000,000 are designated Series B Junior Participating Preferred Stock, of which Series B Junior Participating Preferred Stock 1,000,000 shares are reserved for issuance upon the exercise of the Company Rights issued pursuant to the Company Rights Agreement. As of September 6, 2006, there were outstanding (i) 22,651,989 shares of Company Common Stock (including any of which an aggregate of 170,812 shares are Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 no shares of Company Preferred Stock, none (iii) employee stock options to purchase an aggregate of 304,579 shares of Company Common Stock (of which are issued or options to purchase an aggregate of 122,600 shares of Company Common Stock were exercisable) and (iv) Company Restricted Stock Units covering 10,500 units. All outstanding as shares of capital stock of the close of business on Company have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the Capitalization Date. No Shares were held in treasury or owned by Managerrespective terms thereof, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued No Subsidiary of the Company and outstanding Manager Membership Interests are as set forth on no Affiliate of the Company owns any shares of capital stock of the Company. Section 4.02(a) 4.05 of the Company Disclosure Letter. Such Schedule contains a complete and correct list sets forth of (i) each outstanding Company Stock Option, including with respect to each such option the holder, date of grant, exercise price, vesting schedule and number and class of Manager Membership Interests outstanding as shares of the close of business on the Capitalization Date, Company Common Stock subject thereto and (ii) all outstanding Company Restricted Shares and Company Restricted Stock Units, including with respect to each such share and unit the number holder, date of grant and class of Manager Membership Interests held by the Company vesting schedule. A true and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) complete copy of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding Rights Agreement as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding effect as of the date of this Agreement has been made available to Parent prior to the date of this Agreement. (b) There are outstanding no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and Except as set forth in Section 4.01(a), this Section 4.02(d) 4.05 and Section 4.02(e)for changes since September 6, 2006 resulting from the exercise of employee stock options outstanding on such date, there is are no issued, reserved for issuance, outstanding, issuance or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: outstanding (i) outstanding share shares of capital stock or other equity voting securities of or other ownership interest in a Company Entity; the Company, (ii) outstanding subscription, option, call, warrant, right (whether securities of the Company convertible into or not currently exercisable), agreement or commitment of any character to acquire any share exchangeable for shares of capital stock or other equity voting securities of or membership interestother ownership interest in the Company, restricted stock unit(iii) warrants, stock-based performance unitcalls, profits interest options or profits unitother rights to acquire from the Company, or other obligations of the Company to issue, any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests other voting securities or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests stock or other voting securities of a or other ownership interest in the Company Entity; or (iv) rights plan (restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar plan commonly securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, the Company (the items in clauses (i) though (iv) being referred to collectively as a the “poison pillCompany Securities”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security). None There are no outstanding obligations of the Company Entities or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities. Neither the Company nor any of its Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to the voting of any equity securities of a Company EntitySecurities.

Capitalization. (a) The authorized capital stock of the Company Purchaser consists of (i) 5,000,000,000 an unlimited number of shares of Company Class A Purchaser Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding which, as of the close of business on March 8October 31, 2024 2010, (the “Purchaser Capitalization Date”), 566,468,440 were issued and outstanding, (ii) 5,000,000,000 an unlimited number of class A preferred shares (“Purchaser Class A Preferred Stock”), of which, as of the Purchaser Capitalization Date, none were issued and outstanding, and (iii) an unlimited number of class B preferred shares (together with the Purchaser Class A Preferred Stock, the “Purchaser Preferred Stock”), of which, as of the Purchaser Capitalization Date, 99,000,000 were issued and outstanding. As of the Purchaser Capitalization Date, 15,232,139 shares of Company Purchaser Common Stock were authorized for issuance upon exercise of options issued pursuant to employee and director stock plans of Purchaser or a Subsidiary of Purchaser in effect as of the date of this Agreement (the “Purchaser Stock Plans”). As of the Purchaser Capitalization Date, 41,817 Class B Shares of Bank of Montreal Securities Canada Limited, which are convertible into 101,197 shares of Purchaser Common Stock, none and 75,413 Class E Shares of which are Bank of Montreal Securities Canada Limited, convertible into 150,827 shares of Purchaser Common Stock, were issued and outstanding as of (the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date“BMSCL Shares”). All of the issued and outstanding Shares shares of Purchaser Common Stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) free of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates personal liability attaching to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interestownership thereof. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement, no Voting Debt of Purchaser is issued or outstanding. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) As of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Purchaser Capitalization Date, there except pursuant to this Agreement, the Purchaser Stock Plans and the BMSCL Shares, Purchaser does not have and is no: (i) not bound by any outstanding share subscriptions, options, warrants, calls, rights, commitments or agreements of capital stock any character calling for the purchase or issuance of any shares of Purchaser Common Stock, Purchaser Preferred Stock, Voting Debt of Purchaser or any other equity securities of Purchaser or any securities representing the right to purchase or otherwise receive any shares of Purchaser Common Stock, Purchaser Preferred Stock, Voting Debt of Purchaser or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (Purchaser. The shares of Purchaser Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such as phantom interests or phantom units)shares will be fully paid, in each casenonassessable and free of preemptive rights, issued by a Company Entity or with no personal liability attaching to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityownership thereof.

Capitalization. (a) The authorized capital stock of the Company CCT II consists of (i) 5,000,000,000 1,000,000,000 shares of Company Class A CCT II Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 shares of Company Class A Common Stock have been issued and are 12,209,073.317 were outstanding as of the close of business on March 8May 29, 2024 2019 (the “Capitalization Date”), ) and (ii) 5,000,000,000 100,000,000 shares of Company Class B Common Stockpreferred stock, none par value $0.001 per share, of which are issued and none were outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date. The authorized capital stock of FSIC III consists of (i) 550,000,000 FSIC III Common Shares, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are 288,369,022.948 were outstanding as of the close of business on the Capitalization Date and (viii) 1,000,000,000 50,000,000 shares of Company Preferred Stockpreferred stock, none par value $0.001 per share, of which are issued or none were outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights authorized capital stock of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests FSIC IV consists of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class 1,100,000,000 FSIC IV Common Shares, of OpCo Membership Interests which 31,408,671.647 were outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iiiii) for any unvested OpCo Membership Interests50,000,000 shares of preferred stock, any vesting criteria. No OpCo Membership Interests par value $0.001 per share, of which none were owned by any Company Subsidiary outstanding as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests All of each Executive Holdco, the Manager Membership Interests issued and the OpCo Membership Interests outstanding Applicable Common Shares have been granted or duly authorized and validly issued in compliance in all material respects and are fully paid, nonassessable and free of preemptive rights, with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject personal liability with respect to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any such Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates attaching to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interestownership thereof. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement, no Indebtedness having the right to vote on any matters on which stockholders of such Company may vote (“CCT II Voting Debt”, “FSIC III Voting Debt” or “FSIC IV Voting Debt”, as applicable) is issued or outstanding. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as As of the Capitalization Date). , except pursuant to such Company’s distribution reinvestment plan, such Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character (f“Rights”) Except calling for the OpCo Membership Interestspurchase or issuance of, Manager Membership Interests and as set forth in Section 4.02(a)or the payment of any amount based on, Section 4.02(d) any Applicable Common Shares, Voting Debt or Section 4.02(e)any other equity securities of such Company or any securities representing the right to purchase or otherwise receive any Applicable Common Shares, as Voting Debt or other equity securities of the close such Company. There are no obligations of business on the Capitalization Date, there is no: such Company or any of its Consolidated Subsidiaries (i) outstanding share to repurchase, redeem or otherwise acquire any shares of capital stock of such Company, Voting Debt or any equity security of such Company or its Consolidated Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock, Voting Debt or any other equity security of such Company or its Consolidated Subsidiaries or (ii) pursuant to which such Company or any of its Consolidated Subsidiaries is or could be required to register shares of such Company’s capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or securities under the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other securitySecurities Act. None All of the Applicable Common Shares sold have been sold pursuant to an effective registration statement filed under the Securities Act or an appropriate exemption therefrom and in accordance with the Investment Company Entities or Company Subsidiaries is a party to any stockholders’ agreementAct and, proxyif applicable, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entitystate “blue sky” Laws.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of (i1) 5,000,000,000 100,000,000 shares of Company Class A Common Stock Stock, par value $0.01 per share, and (including any Company Restricted Shares), of which 301,078,199 2) 10,000,000 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8preferred stock, 2024 par value $0.01 per share (the “Capitalization DatePreferred Stock”). As of the execution of this Agreement, (ii) 5,000,000,000 there were 70,410,960 shares of Company Class B Common Stock, none of which are Stock issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 and 703,775 shares of Company Class C Common Stock, none of which are Series A Preferred Stock issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Dateoutstanding. All of the outstanding Shares have been shares of capital stock of the Company are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Datenon-assessable, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities Laws, and none of such outstanding shares was issued in violation of any preemptive rights or “blue sky” laws. similar rights to subscribe for or purchase any capital stock of the Company. The shares of Series B Preferred Stock (cupon filing of the Series B Preferred Stock Statement with Respect to Shares with the Department of State of the Commonwealth of Pennsylvania) Except will be duly authorized by all necessary corporate action, and when issued and sold against receipt of the consideration therefor as set forth provided in this Agreement and/or the Warrant Agreement, such shares of Series B Preferred Stock will be validly issued, fully paid and non-assessable and free of preemptive rights except for those stated herein. The shares of Common Stock issuable upon the exchange of the Series B Preferred Stock and/or exercise of the Warrant will have been duly authorized by all necessary corporate action and when so issued upon such exchange or exercise will be validly issued, fully paid and non-assessable, and free of preemptive rights except for those stated herein. The Company will (upon receipt of the Shareholder Approval, as applicable, regarding the increase in the OpCo Operating Agreement or number of authorized shares of Common Stock under the Manager Operating AgreementArticles of Incorporation to 3,000,000,000) reserve, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to free of any preemptive right, right or similar rights of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor shareholders of the Company, Manager or OpCoa number of unissued shares of Common Stock, (iii) sufficient to issue and deliver the Underlying Shares into which the Series B Preferred Stock is convertible under the Series B Preferred Stock Statement with Respect to Shares and/or subject to exercise under the Warrants. As of the execution of this Agreement, there are no outstanding bondoptions, debenturewarrants, note scrip, rights to subscribe to, calls, or other Indebtedness commitments of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration ofcharacter whatsoever relating to, or restricts any Person from purchasingsecurities or rights convertible into, selling, pledging or otherwise disposing of (exercisable or from granting any option or similar right with respect to)exchangeable for, any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class shares of securities capital stock of the Company registered under or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Securities Act. (d) Company or any of its Subsidiaries is bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries As of the close date of business on the Capitalization Datethis Agreement, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards there are no material outstanding under the Company Stock Plandebt securities, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUsnotes, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfiedcredit agreements, credit facilities or other than as set forth in Section 4.02(d) agreements, documents or instruments evidencing indebtedness of the Company Disclosure Letter), (iii) 4,073,339 shares or any of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs its Subsidiaries or their respective Representatives copies of by which the Company Stock Plan covering Company Equity Awards outstanding and or any of its Subsidiaries is bound. Except for the forms of all award agreements covering material Company Equity Awards outstanding Registration Rights Agreement, as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e)if applicable, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its securities under the Securities Act. There are no issued, reserved for issuance, outstanding, outstanding securities or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) instruments of the Company Disclosure Letter sets forth a complete schedule or any of its Subsidiaries that contain any phantom units redemption or similar interests that relate provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is bound to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) redeem a security of the Company Disclosure Letter also sets forthor any of its Subsidiaries. As of the date of this Agreement, with respect to the Company and its Subsidiaries do not have any stock appreciation rights or “phantom units stock” plans or agreements or any similar plan or agreement. There are no securities or instruments issued by the Company or any of its Subsidiaries containing anti-dilution or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as provisions that will be triggered by the issuance of the Capitalization Date)Shares pursuant to this Agreement and the other Transaction Documents. (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The entire authorized capital stock of the Company consists of (i) 5,000,000,000 50,000,000 shares of Company Class A common stock, $0.01 par value per share (the "Common Stock (including any Company Restricted SharesStock"), of which 301,078,199 31,432,314 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization DateAugust 30, (iii) 5,000,000,000 1996, and 5,000,000 shares of Company Class C Common preferred stock, $.01 par value, of which (i) 500,000 have been designated as Series D Preferred Stock, none all of which are to be issued at the Closing, and outstanding as (ii) 1,500,000 have been designated Series A Preferred Stock and are not issued or outstanding. None of the close of business on the Capitalization Date, (iv) 4,983,448,411 remaining 3,000,000 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which such preferred stock are issued or outstanding. The shares of Common Stock outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Managerare duly authorized, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are issued, fully paid and nonassessable. The issued and outstanding Manager Membership Interests No shares of Common Stock or preferred stock are as set forth on Section 4.02(a) of held in the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization DateCompany's treasury. The Manager Membership Interests are Company has authorized and reserved 500,000 shares of D Stock for issuance hereunder. When issued in accordance with the terms of this Purchase Agreement, the D Shares will be duly authorized, validly issued and have not been outstanding, fully paid and nonassessable, and the certificates representing the same will be duly and validly authorized, executed and delivered by the Company. The Company has authorized and reserved for issuance upon conversion of the D Stock 500,000 shares of its Common Stock or such other number as may be necessary to be issued upon such conversion (such shares, until sold to the public generally pursuant to a registration statement or Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "1933 Act"), are referred to herein as "Conversion Shares"). The Conversion Shares and any shares of Common Stock issued upon the exercise of an Option (as hereinafter defined) (such shares being referred to herein as the "Option Shares") will, upon such issuance in violation ofaccordance with the terms of the Company's Certificate of Incorporation, andas amended, except as set forth in be duly authorized, validly issued and outstanding, fully paid and nonassessable, and the Manager Operating Agreement certificates representing the same will be duly and validly authorized, executed and delivered by the Company. There are not subject to, any preemptive or subscription rightsno outstanding warrants, rights of first refusal, options or other rights to purchase optionor acquire, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) exchangeable for any unvested OpCo Membership Interestsor convertible into, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as shares of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, andCommon Stock or Preferred Stock, except as set forth disclosed on Schedule 2.3 or as otherwise disclosed in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interestwriting. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A has reserved Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to upon exercise of outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than options and warrants as set forth in Section 4.02(d) 2.3 of the Disclosure Schedule. Except as provided herein, there are no preemptive rights with respect to the issuance or sale by the Company Disclosure Letter)of any of its securities. Except as provided in this Purchase Agreement or as imposed by applicable securities laws, (iii) 4,073,339 there are no restrictions on the transfer or voting of any shares of Company Class A the Common Stock reserved for issuance upon exercise or D Stock. There are no existing rights with respect to registration under the 1933 Act of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies any of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and Company's securities except as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, herein or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) as disclosed on Schedule 2.3. Upon consummation of the Company Disclosure Letter sets forth a complete schedule transactions contemplated hereby, good and valid title to the D Shares will pass to SBVC, free and clear of any phantom units encumbrances, liens, claims, charges or similar interests that relate to such equity interests assessments of any Company Entity nature whatsoever. Upon their issuance in accordance with the Company's Certificate of Incorporation, as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthamended, and, with respect to any phantom units or similar intereststhe Option Shares, threshold or distribution value applicable this Agreement, good and valid title to such interests (if any)the Conversion Shares and the Option Shares will pass to SBVC, free and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment clear of any character to acquire any share of capital stock encumbrances, liens, claims, charges or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value assessments of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entitynature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of 250,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock of which 250,000 shares are designated Series A Junior Participating Preferred Stock. As of the date of this Agreement, (i) 5,000,000,000 65,814,559 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as (1,009,458 shares of which are Restricted Stock and 1,526,517 shares have been issued pursuant to Company Option exercises) and 1,214,608 shares of Company Common Stock are issued and held in the treasury of the close Company; (ii) no shares of business on the Capitalization DateCompany Preferred Stock are issued, (iii) 5,000,000,000 9,806,753 shares of Company Class C Common StockStock are reserved for issuance under the Company Stock Plans, none of which 6,348,996 shares are issued subject to outstanding Company Options and outstanding as of the close of business on the Capitalization Date3,457,757 shares are available for issuance thereunder, and (iv) 4,983,448,411 no shares of Company Class X Common Stock as of are reserved for issuance pursuant to the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization DateESPP. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a4.3(a) of the Company Disclosure Letter. Such list sets forth Letter lists (is) the holder of each outstanding Company Option, (t) if the holder is a former service provider (including service as an employee), (u) the date such service terminated, (v) the number and class of Manager Membership Interests outstanding as shares of Company Common Stock for which such Company Option is exercisable, (w) the term of the close Company Option, (x) the exercise price of business on such Company Option, (y) the Capitalization Dateextent to which such Company Option will vest or become exercisable upon consummation of any of the Transactions or by termination of employment or change in position following consummation of the Transactions, and (z) the vesting/exercise schedule of such Company Option and (ii) all issued and outstanding shares of Restricted Stock, the number and class name of Manager Membership Interests held by the Company and applicable stockholder, the other holders lapsing schedule for any such shares, including the extent to which any such repurchase or redemption right or right of Manager Membership Interests first refusal has lapsed as of the close date of business on this Agreement, whether (and to what extent) the Capitalization Date. No Manager Membership Interests were owned lapsing will be accelerated in any way by OpCo the Transactions or any Company Subsidiary as by termination of employment or change in position following consummation of the close Transactions, and whether such holder has the sole power to vote and dispose of business on the Capitalization Datesuch shares. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except Except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a4.3(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding Letter or as provided in stock option/Restricted Stock agreements, no acceleration event shall occur with respect to Company Options or Restricted Stock as a result of the close Transactions or by termination of business on employment or change in position following consummation of the Capitalization Transactions, including termination of service agreement in the case of a Person who is not an employee of the Company. On the Closing Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on shall deliver to Parent an updated Section 4.02(a4.3(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding Letter that is current as of such Executive Holdco date. All the outstanding shares of the Company's capital stock are, and all shares of Company Common Stock which may be issued pursuant to the holders thereof exercise of outstanding Company Options will be, when issued in accordance with the respective terms of such Company Option, duly authorized, validly issued, fully paid and nonassessable and not issued in violation of any preemptive rights. Neither the Company nor any Company Subsidiary has any outstanding Voting Debt. Except (I) as set forth above, and (II) the rights to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company (the "Company Rights") issued and issuable under the Stockholder Rights Plan dated as of July 24, 2001 by and between the Company and Continental Stock Transfer & Trust Company (the "Company Rights Plan"), as of the close date hereof, (x) there are no shares of business on capital stock of the Capitalization Date. No equity interests Company authorized, issued or outstanding; (y) there are no existing options, stock appreciation rights, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements, understandings or commitments of an Executive Holdco were owned by any character, relating to the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary as to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares, equity interests or Voting Debt, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, stock appreciation right, call, subscription or other right, agreement, arrangement or commitment; and (z) there are no outstanding contractual obligations of the close Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of business on Company Common Stock, or the Capitalization Datecapital stock of the Company, or any Company Subsidiary or Affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary or any other entity or Person. The equity interests of each Executive Holdco are validly issued and have not been issued in violation ofExcept as contemplated by this Agreement, and, except as set forth in the operational documents Company SEC Documents or described in this Section 4.3, there are no registration rights, and there is no rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the applicable Executive Holdco, Company or any of its Subsidiaries. Stockholders of the Company are not subject to, any preemptive entitled to dissenters' or subscription rights, appraisal rights of first refusal, purchase option, call option or similar rightsunder applicable state law in connection with the Merger. (b) The equity interests There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of each Executive Holdco, the Manager Membership Interests and capital stock of the OpCo Membership Interests have been granted Company or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” lawsany Company Subsidiary. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth provided in Section 4.02(d4.3(c) of the Company Disclosure Letter), (iii) 4,073,339 shares of there are no Company Class Options, other than those issued pursuant to Company Stock Plans. A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies copy of the Company Stock Plan covering Company Equity Awards outstanding and the forms documentation evidencing each out-of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect plan grant has been provided to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundParent. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 600,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)of which, of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 815, 2024 (the “Capitalization Date”)2013, (ii) 5,000,000,000 265,830,219 shares of Company Class B Common Stock, none of which are were issued and outstanding (including, for the avoidance of doubt, shares held in treasury and shares of restricted stock issued pursuant to compensatory equity plans of the Company or a subsidiary of the Company in effect as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued date hereof and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on in Section 4.02(a2.2(b) of the Company Disclosure Letter. Such list sets forth Letter (i) the number “Company Stock Plans”)), and class 10,000,000 shares of Manager Membership Interests outstanding Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of which, as of the close of business on the Capitalization Datedate hereof, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo no shares are either designated or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsoutstanding. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on March 15, 2013, the Capitalization Date, 14,687,333 Company held 34,193,830 shares of Company Class A Common Stock in its treasury. As of the close of business on March 15, 2013, no shares of Common Stock or Preferred Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Planissuance, including (i) 9,566,935 except for 49,246,234 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding under the Company RSUs, Stock Plans (iiincluding (i) 1,033,295 17,350,679 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon the exercise of Company Options stock options outstanding as of such date and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of granted under the Company Stock Plan covering Company Equity Awards outstanding Plans, with a weighted average exercise price of $31.28 per share, (ii) 433,161 shares of Common Stock reserved for issuance upon the settlement of restricted stock units and the forms of all award agreements covering material Company Equity Awards performance awards outstanding as of such date and granted under the date Company Stock Plans (assuming, in the case of this Agreementperformance awards, that applicable goals are attained at maximum level), and (iii) 4,000,000 shares of Common Stock reserved and available for issuance under the Company 2011 Employee Stock Purchase Plan). Each Company Equity Award was The outstanding shares of Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in compliance in all material respects with violation of any preemptive rights, the Company’s certificate of incorporation or by-laws, or any applicable Lawlaws). Other than the OpCo Membership Interests, Manager Membership Interests and Except as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e)above or pursuant to the Transaction Documents, there is are no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (eA) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share shares of capital stock or other equity interests or ownership interest in a voting securities of the Company Entity; authorized, reserved for issuance, issued or outstanding, (iiB) outstanding subscriptionoptions, optionwarrants, callcalls, warrantpreemptive rights, right (whether subscription or not currently exercisable)other rights, agreement instruments, agreements, arrangements or commitment commitments of any character character, obligating the Company or any of its subsidiaries to acquire issue, transfer or sell or cause to be issued, transferred or sold any share shares of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, voting security in the Company or any other right that is linked to, securities or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become instruments convertible into or exchangeable for any share such shares of capital stock, membership stock or other equity interests or other securities of a voting securities, or obligating the Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stocksubsidiaries to grant, membership interests extend or enter into any such option, warrant, call, preemptive right, subscription or other security. None right, instrument, agreement, arrangement or commitment, (C) outstanding contractual obligations of the Company Entities or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interest or voting securities of the Company Subsidiaries or (D) issued or outstanding performance awards, units, rights to receive any capital stock or other equity interest or voting securities of the Company on a deferred basis, or rights to purchase or receive any capital stock or equity interest or voting securities issued or granted by the Company to any current or former director, officer, employee or consultant of the Company. No subsidiary of the Company owns any shares of capital stock or other equity interest or voting securities of the Company. There are no voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any the voting of the capital stock or other equity interest or voting securities of a Company Entitythe Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 400,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)common stock, of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 $0.80 par value per share (the “Capitalization DateCommon Stock”), (ii) 5,000,000,000 250,000,000 shares of Company Class B common stock designated as “Georgia-Pacific Corporation Timber Group Common Stock”, none $0.80 par value per share (the “Timber Group Common Stock”); (iii) 10,000,000 shares of which are preferred stock, without par value per share (the “Preferred Stock”) and (iv) 25,000,000 shares of junior preferred stock, without par value per share (the “Junior Preferred Stock”). As of November 5, 2005 (the “Measurement Date”), (i) 260,337,551 shares of Common Stock were issued and outstanding as outstanding, (ii) no shares of the close of business on the Capitalization DateTimber Group Common Stock were issued and outstanding, (iii) 5,000,000,000 no shares of Company Class C Common Stock, none of which are Preferred Stock were issued and outstanding as of the close of business on the Capitalization Dateoutstanding, (iv) 4,983,448,411 no shares of Company Class X Common Junior Preferred Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been were issued and are outstanding as of the close of business on the Capitalization Dateoutstanding, (v) 989,681,838 51 shares of Company Class Y Common Stock as were issued and held in the treasury of the Capitalization DateCompany or otherwise owned by the Company, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 a total of 49,819,401 shares of Common Stock were reserved for issuance pursuant to the Company Preferred Stock, none Stock Plans of which are issued or 13,372,390 shares of Common Stock were subject to outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by ManagerCompany Options, OpCo or any Company Subsidiary as of the close of business on the Capitalization DateSARs, Performance Awards, Deferred Stock and Restricted Stock. All of the outstanding shares of the Company’s capital stock are, and all Shares have been which may be issued pursuant to the exercise of outstanding Company Stock Rights will be, when issued in accordance with the terms thereof, duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. The Except for issuances of Shares pursuant to Company Stock Rights described in the first sentence of Section 5.3(b), since the Measurement Date the Company has not issued and outstanding Manager Membership Interests any Shares or shares of Timber Group Common Stock or designated or issued any shares of Preferred Stock or Junior Preferred Stock. There are as set forth on Section 4.02(ano bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth outstanding. Except for Company Stock Rights described in the Manager Operating Agreement first sentence of Section 3.2(b) and the Top-Up Option, there are not subject tono (x) options, any preemptive or subscription warrants, calls, pre-emptive rights, rights of first refusal, purchase option, call option subscriptions or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusalagreements, purchase option, call option arrangements or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness commitments of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plankind, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUsany shareholder rights plan, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked relating to, or the value of which is determined in reference to, the issued or unissued capital stock of the Company or any way based on Company Subsidiary, obligating the Company or derived from the value of any share Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stockstock or Voting Debt of, membership interests or other equity interest in, the Company or any Company Subsidiary or securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for such shares or equity interests, or obligating the Company or any share of capital stockCompany Subsidiary to grant, membership interests extend or enter into any such option, warrant, call, subscription or other securities of a Company Entity; right, agreement, arrangement or commitment (iv) rights plan (or similar plan commonly referred to as a excluding the Top-Up Option, collectively, “poison pillEquity Interests”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None (y) outstanding contractual obligations of the Company Entities or any Company Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary or any affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Company Subsidiary. No Company Subsidiary owns any Shares. (b) As of the Measurement Date, the Company had outstanding Company Options to purchase 6,342,322 shares of Common Stock, 3,187,046 SARs, 2,508,740 Performance Awards for which a maximum of 5,017,480 shares of Common Stock may be issued, 0 shares of Common Stock deliverable as Deferred Stock and 1,334,282 shares of Restricted Stock granted under Company Stock Plans. All of such Company Stock Rights and Restricted Stock have been granted to employees or directors of the Company and the Company Subsidiaries pursuant to the Company Stock Plans. Since the Measurement Date, the Company has not granted any Company Stock Rights or shares of Restricted Stock. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Stock Rights and shares of Restricted Stock as of the Measurement Date and (i) the date of their grant and the portion of which that is vested as of the Measurement Date and if applicable, the exercise price therefor, (ii) the date upon which each Company Stock Right would normally be expected to expire absent termination of employment or other acceleration, and (iii) whether or not such Company Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. (d) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to the voting of the Company’s Common Stock or any capital stock of, or other equity securities interest of a the Company Entityor any of the Company Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 200,000,000 shares of Company Class A Common Stock Stock, of which, as of the Effective Date, 117,012,229 shares are issued and outstanding; (including any Company Restricted Shares)ii) 5,000,000 shares of preferred stock, par value US$0.0006 per share, of which 301,078,199 shares of Company Class A Common Stock (1) 1,111,282 have been issued and are outstanding designated as Senior Preferred Stock, of which, as of the close of business on March 8Effective Date, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 482,999 shares of Company Class B Common Stock, none of which are issued and outstanding outstanding; (2) 2,755,319 shares have been designated as Junior Preferred Stock, of which, as of the close of business on the Capitalization Effective Date, (iii) 5,000,000,000 710,741 shares of Company Class C Common Stock, none of which are issued and outstanding outstanding; and (3) 1,785,714 shares have been designated as Series A Cumulative Convertible Preferred Stock, of which, as of the close of business on the Capitalization Effective Date, (iv) 4,983,448,411 no shares are issued and outstanding. All issued and outstanding shares of the Company Class X Common Stock as of the Capitalization Dateare validly issued, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The As of the Effective Date, no shares of capital stock are held in treasury and no shares of capital stock are reserved for future issuance except as provided in the Certificates of Designations of the Preferred Stock, the Existing Warrants and the Company Stock Plans. Except for the Senior Preferred Stock, the Junior Preferred Stock, the Existing Warrants and the Company Stock Plans, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued and outstanding Manager Membership Interests are as set forth on or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. Section 4.02(a5.03(a) of the Disclosure Schedule sets forth, for each holder of Existing Warrants or options, the following information with respect to each of the Existing Warrants and Company Disclosure Letter. Such list sets forth Stock Plans: (i) the number and class name of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and each holder thereof; (ii) the number and class of Manager Membership Interests held by the shares of capital stock subject to such Existing Warrants or outstanding awards under Company Stock Plans, and the other holders number of Manager Membership Interests as shares of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any capital stock subject to Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and Stock Plans; (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as the exercise or purchase price of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation ofwarrants, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive options or subscription stock rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and ; (iv) no Contract of any Company Entity relates to the voting date on which the warrants, options or registration ofstock rights were granted; (v) the date on which the warrants, options or restricts any Person from purchasing, selling, pledging stock rights can be exercised or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options vest; and (ivvi) 13,764 Company Restricted Sharesthe date on which the warrants or options expire. The Company has made available to the Parent Entities Purchaser accurate and complete copies of all Existing Warrants, Company Stock Plans and the Merger Subs or their respective Representatives copies form of the award agreements under Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this AgreementPlans. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and Except as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e5.03(a) of the Company Disclosure Letter sets forth a complete schedule Schedule, all shares of any phantom units or similar interests that relate Common Stock subject to such equity interests of any Company Entity issuance as aforesaid, upon issuance on the terms and subject to the conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as provided in the Certificates of the close Designations of business on the Capitalization Date. Section 4.02(e) Preferred Stock, there are no outstanding contractual obligations of the Company Disclosure Letter also sets forthor any Subsidiary to repurchase, with respect to redeem or otherwise acquire any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as capital stock of the Capitalization Date). Company or any Subsidiary or to provide funds to, or make any investment (fin the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other Person. Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d5.03(a)(i) or Section 4.02(e), as of the close of business on the Capitalization DateDisclosure Schedule, there are no commitments or agreements of any character to which the Company is no: bound obligating the Company to accelerate the exercisability or vesting of any Existing Warrants or outstanding awards under Company Stock Plans as a result of the Transactions. All outstanding shares of capital stock of the Company, all Existing Warrants and all outstanding awards under Company Stock Plans and all outstanding shares of capital stock of each Subsidiary have been issued and granted in compliance with (i) all applicable Securities Laws and other applicable Laws and (ii) all requirements set forth in applicable contracts. Except for the 12% Senior Notes and the financed insurance premiums incurred in the ordinary course of business by the Company or its Subsidiaries as described in Schedule 5.03(a)(ii) of the Disclosure Schedule, the Company or any Subsidiary has not issued any notes, bonds or other debt securities, or any option, warrant or other right to acquire the same, of the Company or any Subsidiary. (b) Except as provided in Section 5.03(b) of the Disclosure Schedule, each outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscriptionof each Subsidiary is duly authorized, optionvalidly issued, callfully paid and nonassessable, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any and each such share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued owned by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreementanother Subsidiary free and clear of all security interests, proxyliens, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to dispositionclaims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting or dividends with respect to rights, charges and other encumbrances of any equity securities of a Company Entitynature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 100,000,000 shares of the Company Class A Common Stock, par value $0.001 per share, and (ii) 15,000,000 shares of Preferred Stock, par value $0.001 per share. As of July 19, 2002, (i) 15,196,923 shares of the Company Common Stock (including any Company Restricted Shares)were issued and outstanding, all of which 301,078,199 shares of Company Class A Common Stock have been issued were validly issued, fully paid and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)nonassessable, (ii) 5,000,000,000 no shares of Company Class B Common Stock, none of which are Preferred Stock were issued and outstanding as of the close of business on the Capitalization Date, or outstanding; (iii) 5,000,000,000 no shares of the Company Class C Common Stock, none of which are issued and outstanding as Capital Stock were held by any Subsidiaries of the close of business on the Capitalization DateCompany, (iv) 4,983,448,411 229,843 shares of the Company Class X Common Stock as of were reserved and available for future issuance under the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization DateESPP, (v) 989,681,838 4,142,957 shares of Company Class Y Common Stock as were reserved and available for issuance upon the exercise of the Capitalization Dateoutstanding Company Options, of which 225,918,741 (vi) 686,832 shares of Company Class Y Common Stock have been issued were reserved and are available for issuance upon the redemption of (A) all then outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Exchangeable Preferred Stock, none and (B) all shares of which are issued or outstanding as of Company Exchangeable Preferred Stock issuable pursuant to the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as Contract set forth on in Section 4.02(a3.3(a) of the Company Disclosure LetterSchedule, and (vii) 57,500 shares of Company Exchangeable Preferred Stock were reserved and available for issuance pursuant to the Contract set forth in Section 3.3(a) of the Company Disclosure Schedule. Such list Other than as set forth in this Section 3.3(a), as of the date hereof, the Company has no other securities authorized, reserved for issuance, issued or outstanding. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock. All outstanding shares of Company Capital Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. (b) Section 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date hereof: (i) the number name and class of Manager Membership Interests outstanding as address of the close of business on the Capitalization Date, and optionee; (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) shares of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and Common Stock subject to such Company Option; (iii) for the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the applicable vesting schedule, including the vesting commencement date; (vi) the date on which such Company Option expires; and (vii) whether the exercisability of such option will be accelerated in any unvested OpCo Membership Interestsway by the transactions contemplated by this Agreement, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as and indicates the extent of the close of business on the Capitalization Dateacceleration. The OpCo Membership Interests are validly issued Company has delivered to Parent a complete and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights accurate copy of first refusal, purchase option, call all stock option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of plans pursuant to which the Company Disclosure Letter. Such list sets forth the number has granted Company Options that are currently outstanding and the class form of equity interests outstanding of all stock option agreements evidencing such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” lawsOptions. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, for (i) no outstanding Share, Manager Membership Interest securities the Company owns free and clear of all Liens (other than Liens for Taxes not yet due and payable) directly or OpCo Membership Interest is entitled indirectly through one or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightmore Subsidiaries, (ii) shares of capital stock or other similar ownership interests of Subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such Subsidiaries (which shares or other interests do not materially affect the Company’s control of such Subsidiaries), and (iii) shares of Company Exchangeable Preferred Stock, as of the date hereof, there are no outstanding Shareequity securities, Manager Membership Interest partnership interests or OpCo Membership Interest is subject to similar ownership interests of any right class of first refusal in favor equity security of any Subsidiary of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration ofsecurity convertible into, or restricts any Person from purchasingexercisable or exchangeable for, sellingsuch equity securities, pledging or otherwise disposing of (or from granting any option partnership interests or similar right with respect to)ownership interests, any Shareissued, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than or outstanding. Except as set forth in Section 4.02(d3.3(a) of the Company Disclosure Letter)hereof, (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interestshereof, Manager Membership Interests and as set forth in Section 4.01(athere are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity Contracts to which a the Company Entity or any of its Subsidiaries is a party or by which a it is bound obligating the Company Entity is or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise bound. (e) Section 4.02(e) acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company Disclosure Letter sets forth a complete schedule or any of any phantom units its Subsidiaries or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of obligating the Company Disclosure Letter also sets forthor any of its Subsidiaries to grant, with respect to extend, accelerate the vesting of or enter into any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, warrant, equity security, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity Contract. Except as contemplated by this Agreement, there are no registration rights and there is, except for the Tender and Voting Agreements, no voting trust, proxy, rights plan, anti-takeover plan or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, other Contract currently in effect to which the Company or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends by which they are bound with respect to any equity securities security of a any class of the Company Entityor with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries.

Capitalization. (a) The As of the First Tranche Closing, the authorized capital stock of the Company consists will consist of (i) 5,000,000,000 110,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A “Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization DateStock”), (ii) 5,000,000,000 8,742,867 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 and 85,580,757 shares of Company Class C Common Preferred Stock, none 9,441,478 shares of which are designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the close of business on the Capitalization Dateoutstanding, (iv) 4,983,448,411 3,060,241 shares of Company Class X Common Stock which are designated as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Series A-2 Preferred Stock, none all of which are issued or and outstanding, 12,386,899 shares of which are designated as Series B Preferred Stock, all of which are issued and outstanding, 69,120 shares of which are designated as Series B-1 Preferred Stock, all of which are issued and outstanding, and 60,623,019 shares of which are designated as Series C Preferred Stock, 45,113,740 of which are issued and outstanding. Each outstanding as share of Preferred Stock is convertible into Common Stock on a one-for-one basis, and all issued and outstanding shares of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares Company’s Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) As of the Company Disclosure Letter. Such list sets forth First Tranche Closing, under the Company’s 2015 Stock Option Plan (the “Plan”), (i) the number 3,712,867 shares have been issued pursuant to restricted stock purchase agreements and/or exercise of outstanding options, (ii) 8,029,718 options to purchase shares of Common Stock have been granted and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Dateare currently outstanding, and (iiiii) the number 3,657,415 options to purchase shares of Common Stock will remain available for future issuance to officers, directors, employees and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as consultants of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization DateCompany. The Manager Membership Interests Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are validly issued inconsistent with the share amounts and have not been issued in violation of, and, except as terms set forth in the Manager Operating minutes and/or actions of proceedings of the Board. All issued and outstanding shares of the Company’s capital stock have been or will be duly authorized and validly issued, and have been or will be fully paid and nonassessable. Other than warrants to purchase an aggregate of 3,980,342 shares of Series C Preferred Stock, the shares reserved for issuance under the Plan and except as provided under the Company’s Third Amended and Restated Investors Rights Agreement dated as of June 20, 2011 (the “Investor Rights Agreement”), there are not subject to, any preemptive or subscription rights, no outstanding rights of first refusal, preemptive rights or other rights, options, warrants, conversion rights, proxy or shareholder agreements, or other agreements of any kind, either directly or indirectly, for the purchase option, call option or similar rightsacquisition from the Company of any shares of its securities. The issued and outstanding equity interests of OpCo as All of the close outstanding shares of business on the Capitalization Date are as set forth on Section 4.02(a) Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, warrants to purchase shares of the Company Disclosure Letter. Such list sets forth (i) the number Series C Preferred Stock and class shares of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests Common Stock have been granted or duly and validly issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities laws. All outstanding shares of Common Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “blue skylockup” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right agreement of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of not less than 180 days following the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act’s initial public offering. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 5,000,000,000 150,000,000 shares of Company Class A Common Stock and 5,000,000 shares of preferred stock (including any Company Restricted Shares), of which 301,078,199 2,000,000 shares have been designated as Senior Exchangeable Preferred Stock Due 2006, 1,030,000 shares have been designated as 5.25% Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred") and 500,000 shares have been designated as 4.5% Series B Convertible Preferred Stock (the "Series B Preferred")). As of the date hereof: (a) 34,398,030 shares of Company Class A Common Stock have been are issued and are outstanding as of the close of business on March 8outstanding, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none all of which are issued and outstanding as of the close of business on the Capitalization Dateduly authorized, (iii) 5,000,000,000 shares of Company Class C Common Stockvalidly issued, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. ; (b) The equity interests 6,451,728 shares of each Executive HoldcoCompany Common Stock are reserved for issuance upon the exercise of outstanding stock options granted to the Company's officers, directors and employees pursuant to the Manager Membership Interests Company's stock option plans and employee stock purchase plans (the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. "Company Stock Options"); (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 3,047,533 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of outstanding warrants of the Company; (d) 1,551,220 shares of Company Options and Common Stock are held in the treasury of the Company; (ive) 13,764 3,963,997 shares of Company Restricted Shares. The Company has made available Common Stock are reserved for issuance pursuant to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding Options not yet granted; (f) 830,000 shares of Series A Preferred are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; and (g) 500,000 shares of Series B Preferred are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable. No shares of the forms Company's Senior Exchangeable Preferred Stock Due 2006 are outstanding. Except as set forth in Part 2.3 of all award agreements covering material Company Equity Awards outstanding the Disclosure Schedule, as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other , there are no bonds, debentures, notes or other indebtedness or, other than the OpCo Membership Interestscapital stock, Manager Membership Interests options and warrants described in the immediately preceding sentence, securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Part 2.3 of the Company Disclosure Schedule sets forth the ownership of the capital stock or other equity interests of each Acquired Corporation other than the Company that is not wholly owned, directly or indirectly, by the Company. Except as set forth in Section 4.01(a), the preceding sentences of this Section 4.02(d) and Section 4.02(e)2.3 or in Part 2.3 of the Company Disclosure Schedule, there is as of the date hereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance, outstanding, issuance or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom outstanding and no shares of capital stock or phantom units, profits interest, profit participation, other voting securities of the Company will be issued or similar right, become outstanding after the date hereof other than upon exercise of the Company Stock Options and the Company warrants outstanding as of the date hereof. Except as set forth in this Section 2.3 or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) in Part 2.3 of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity Schedule, as of the close date of business this Agreement, there are no options, stock appreciation rights, warrants or other rights, Contracts, arrangements or commitments of any character (collectively, "Options") relating to the issued or unissued capital stock of any of the Acquired Corporations, or obligating any of the Acquired Corporations to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, the Company or any of its Subsidiaries. The Company has delivered to Parent, with respect to each Option granted by any Acquired Corporation, as of the date of this Agreement, information regarding the identity of the grantee, the number of Options subject to the grant, the exercise/conversion price (either on an individual basis or by range (not exceeding $1.00 each) of exercise prices), and expiration date and, if applicable, the stock option plan under which it was issued. All shares of Company Common Stock subject to issuance as described above will, upon issuance on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable. Section 4.02(e) Except as set forth in Part 2.3 of the Company Disclosure Letter also sets forthSchedule, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as none of the Capitalization Date). Acquired Corporations has any Contract or other obligation to repurchase, redeem or otherwise acquire any shares of Company Common Stock or other stock of the Company or any capital stock of any of the Company's Subsidiaries, or to make any investment (fin the form of a loan, capital contribution or otherwise) in any of the Company's Subsidiaries or any other Person. Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as Part 2.3 of the close of business on the Capitalization DateCompany Disclosure Schedule, there is no: (i) each outstanding share of capital stock of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and each such share owned by any of the Acquired Corporations is free and clear of all Encumbrances. None of the outstanding equity securities or other securities of any of the Acquired Corporations was issued in violation of the Securities Act or any other Legal Requirement. None of the Acquired Corporations owns, or has any Contract or other obligation to acquire, any equity securities or other securities of any Person (other than Subsidiaries of the Company) or any direct or indirect equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other securitybusiness. None of the Company Entities Acquired Corporations is or Company Subsidiaries is has ever been a party to general partner of any stockholders’ agreement, proxy, voting trust agreement general or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entitylimited partnership.

Capitalization. (a) The authorized capital stock of the Company AIMCO consists of (ia) 5,000,000,000 150,000,000 shares of Company Class A AIMCO Common Stock Stock; (including any Company Restricted Shares), of which 301,078,199 b) 425,000 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none par value $.01 per share ("CLASS B COMMON STOCK"), of AIMCO; (c) 9,034,000 shares of Preferred Stock, par value $.01 per share ("PREFERRED STOCK"), of AIMCO; and (d) 966,000 shares of Cumulative Convertible Senior Preferred Stock, par value $.01 per share (the "SENIOR PREFERRED STOCK"), of AIMCO. As of March 11, 1997, (i) 17,569,970 shares of AIMCO Common Stock were issued and outstanding, all of which are were validly issued, fully paid and nonassessable; (ii) 325,000 shares of Class B Common Stock were issued and outstanding as outstanding, all of the close of business on the Capitalization Datewhich were validly issued, fully paid and nonassessable; (iii) 5,000,000,000 no shares of Company Class C Common Stock, none of which are Preferred Stock or Senior Preferred Stock were issued and outstanding; and (iv)(A) 560,659 shares of AIMCO Common Stock were reserved for issuance upon the exercise of outstanding stock options granted pursuant to The 1994 Stock Option Plan of Apartment Investment and Management Company and Affiliates, the Apartment Investment and Management Company 1996 Stock Award and Incentive Plan and the Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (collectively, the "AIMCO OPTION PLANS"), (B) 174,792 shares of AIMCO Common Stock were reserved for issuance pursuant to options available for grant under AIMCO Option Plans. Except as set forth above, as of the close March 11, 1997, no shares of business capital stock or other voting securities of AIMCO were issued, reserved for issuance or outstanding. All shares of AIMCO Common Stock subject to issuance as aforesaid, upon issuance on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Datewill be duly authorized, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Datevalidly issued, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and There are no outstanding Manager Membership Interests are as set forth on Section 4.02(a) contractual obligations of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo AIMCO or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, its subsidiaries to repurchase, redeem, redeem or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A shares of AIMCO Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 or any other shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under capital stock of AIMCO or any of its subsidiaries, or make any material investment (in the Company Stock Planform of a loan, including (icapital contribution or otherwise) 9,566,935 shares in any subsidiary of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming AIMCO or any performance-based conditions are fully satisfiedother Person, other than as set forth in Section 4.02(d) a wholly-owned subsidiary of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this AgreementAIMCO. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock of each Material Subsidiary of AIMCO is duly authorized, validly issued, fully paid and nonassessable and each such share owned by AIMCO or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment any subsidiary of AIMCO is owned free and clear of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityLiens.

Capitalization. (a) The As of the date hereof, (i) the authorized capital stock of WSI-Maryland consists of (1) 20,000,000 shares of common stock, par value $.01 per share, of which 9,255,789 shares are issued and outstanding and 6,526,242 shares are reserved for issuance pursuant to Company stock options and (2) 5,000,000 shares of Class A preferred stock, par value $.01 per share, of which as of the date hereof none are issued and outstanding or reserved for issuance and (ii) the authorized capital stock of WSI-Delaware consists of 200,000,000 shares of Common Stock, of which none are issued and outstanding or reserved for issuance. (b) As of the Closing Date, but immediately prior to the Closing, after giving effect to (1) the transactions contemplated by the Restructuring Documents, (2) the WIN Merger and (3) the Merger, the authorized capital stock of the Company consists will consist of (i) 5,000,000,000 100,000,000 shares of Common Stock, of which 4,475,789 shares shall be issued and outstanding, 20,657,663 shares shall be reserved for issuance pursuant to Company Class A stock options and the Company’s restricted stock plan, 18,343,423 shares shall be reserved for issuance pursuant to the conversion of the Notes and 430,000 shares shall be reserved for issuance pursuant to warrants exercisable for shares of Common Stock (including any Company Restricted ii) 75,000,000 shares of Class B Shares), of which 301,078,199 32,662,308 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are shall be issued and outstanding as of the close of business on the Capitalization Dateand 12,540,763 shares shall be reserved for issuance pursuant to Company stock options, and (iii) 5,000,000,000 25,000,000 shares of Company Class C Common Stockpreferred stock, none par value $.01 per share, of which are as of such date none shall be issued and outstanding as or reserved for issuance. (c) Immediately prior to the Closing, a number of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares shall have been duly authorized and reserved for issuance which equals 120% of the maximum number of shares Common Stock issuable upon conversion of all of the Notes. (d) The outstanding shares of capital stock of the WorldSpace Parties are duly authorized, validly issued and are issued, fully paid and nonassessablenon-assessable and are not subject to any preemptive or subscription rights. The All capital stock of each of the WorldSpace Parties has been issued in compliance with all applicable federal and state securities laws. (e) All of the Securities, when issued and outstanding Manager Membership Interests are delivered in accordance with the Transaction Documents, will be free and clear of any Liens, taxes and other charges and each of the Investors will have good title thereto. (f) Except as set forth on Section 4.02(a) Schedule 3.2(f), there are no outstanding warrants, options, rights, calls, other securities, agreements, subscriptions or other commitments, arrangements or undertakings pursuant to which the Company may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or other securities of the Company Disclosure Letteror to issue, grant, extend or enter into any such warrant, option, right, security, agreement, subscription or other commitment, arrangement or undertaking. Such There are no outstanding options, rights, calls, other securities, agreements, or other commitments, arrangements or undertakings pursuant to which the Company or its Subsidiaries are or may become obligated to redeem, repurchase or otherwise acquire or retire any capital stock or other securities of the Company or its Subsidiaries, respectively. (g) Set forth on Schedule 3.2(g) is a true, correct and complete list sets forth of the record holders of shares of capital stock of the Company and each of its Material Subsidiaries as of the date hereof and as of the Closing Date after giving effect to (i) the number and class of Manager Membership Interests outstanding as of transactions contemplated by the close of business on the Capitalization DateRestructuring Documents, and (ii) the WIN Merger and (iii) the Merger. As of the date specified therein, such holders own of record all the outstanding capital stock of the Company, each of them so owning the number of shares set forth opposite such holder’s name on Schedule 3.2(g), and class in the case of Manager Membership Interests shares held by the Management Stockholders, free and clear of all Liens or any other restriction on the right to vote, sell or otherwise dispose of such capital stock, other than those arising under applicable securities laws. Except as set forth on Schedule 3.2(g), there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Set forth on Schedule 3.2(g) is a true, correct and complete list (except as otherwise noted on such schedule) of the other record holders of Manager Membership Interests options and warrants exercisable for shares of capital stock of each of the WorldSpace Parties as of the close of business on date hereof and after giving effect to (i) the Capitalization Date. No Manager Membership Interests were owned transactions contemplated by OpCo or any Company Subsidiary as of the close of business on Restructuring Documents, (ii) the Capitalization Date. The Manager Membership Interests are validly issued WIN Merger and have not been issued (iii) the Merger. (h) Other than the rights granted in violation of, and, the Registration Rights Agreement and except as set forth in Schedule 3.2(h), there are no outstanding contractual rights which permit the Manager Operating Agreement are not subject to, any preemptive holder thereof to cause the Company to file a registration statement under the Securities Act or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of which permit the close of business on the Capitalization Date are as set forth on Section 4.02(a) holder thereof to include securities of the Company Disclosure Letter. Such list sets forth or any of its Subsidiaries in a registration statement filed by the Company or any of its Subsidiaries under the Securities Act, and there are no outstanding agreements or other commitments which otherwise relate to the registration of any securities of the Company under the Securities Act. (i) Assuming that the number representations and class of OpCo Membership Interests outstanding as warranties of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as Investors set forth in Sections 4.2 and Section 4.3 are true and correct, the OpCo Operating offer, sale and issuance of the Securities as contemplated by this Agreement are not subject toexempt from the registration requirements of the Securities Act, and neither the Company nor any preemptive or subscription rights, rights authorized agent acting on its behalf will take any action hereafter that would cause the loss of first refusal, purchase option, call option or similar rightssuch exemption. The issued and outstanding equity interests Company is not required to make or obtain any filings, registrations, qualifications, notifications or consents or approvals of each Executive Holdco as of or with any Governmental Authority (including, without limitation, under the close of business on Securities Act, the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number Exchange Act and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Investment Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued Act) in violation of, and, connection therewith except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and under state securities or “blue sky” laws, which, if required, have been made or obtained prior to the Closing. (cj) Except Other than with respect to distributions as set forth in the OpCo Operating Agreement Certificate of Incorporation, all other rights, such as voting powers, designations, preferences, rights and qualifications, limitations or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor restrictions of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness Class B Shares issued pursuant to the Agreement of any Company Entity has a right Merger and the Restructuring Documents are identical to vote on any matter on which stockholders that of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities ActStock. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement, the authorized capital stock of Parent consists of (i) 400,000,000 shares of Parent Common Stock, 212,968,038 of which are issued and 210,797,254 of which are outstanding and (ii) 50,000,000 shares of preferred stock, $0.001 par value, issuable in series (“Parent Preferred Stock”), of which (A) 2,650,000 shares have been designated 8.5% Convertible Perpetual Preferred Stock (“8.5% Preferred Stock”), all of which are issued and outstanding, and (B) 2,000,000 have been designated 6.0% Convertible Perpetual Preferred Stock (“6% Preferred Stock”), all of which are issued and outstanding. Each Company Equity Award was As of the date of this Agreement, (i) 2,170,784 shares of Parent Common Stock are held in the treasury of Parent (including 418,190 shares held in a rabbi trust established pursuant to a Parent Employee Benefit Plan), (ii) there are no outstanding options to purchase shares of Parent Common Stock and no shares of Parent Common Stock are reserved upon exercise of options, (iii) 40,963,965 shares of Parent Stock are reserved for issuance upon the conversion of the outstanding shares of 8.5% Preferred Stock, (iv) 21,186,400 shares of Parent Stock are reserved for issuance upon the conversion of the outstanding shares of 6% Preferred Stock, and (v) 11,308,998 shares of Parent Stock are reserved for issuance under the Parent Employee Benefit Plans. The issued and outstanding shares of Parent Common Stock and Parent Preferred Stock have been, and all shares of Parent Common Stock which may be issued in compliance in all material respects connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and free of preemptive rights. Parent has not, subsequent to December 31, 2009, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock, other than annual dividends payable semi-annually on the outstanding shares of Parent Preferred Stock pursuant to the applicable Lawcertificate of designation. Other Parent has not heretofore agreed to take any such action, and there are no outstanding contractual obligations of Parent of any kind to redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. There are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or, other than issued and outstanding shares of Parent Preferred Stock and any outstanding Parent options to purchase shares of Parent Common Stock, convertible into, or exchangeable for, securities having the OpCo Membership Interests, Manager Membership Interests and right to vote) on any matters on which stockholders of Parent may vote. (b) Except as set forth above in Section 4.01(a), this Section 4.02(d) and Section 4.02(e)4.2, there is no shares of capital stock or other voting securities of Parent are issued, reserved for issuance, issuance or outstanding, and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity undertakings of any kind to which a Company Entity Parent or any of the Parent Subsidiaries is a party or by which a Company Entity any of them is otherwise bound. (e) Section 4.02(e) bound obligating Parent or any of the Company Disclosure Letter sets forth a complete schedule of any phantom units Parent Subsidiaries to issue, deliver or similar interests that relate sell, or cause to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthbe issued, with respect to any phantom units delivered or similar interestssold, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share additional shares of capital stock or other equity voting securities of Parent or ownership interest in a Company Entity; (ii) outstanding subscriptionof any of the Parent Subsidiaries or obligating Parent or any of the Parent Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, warrantright, right (whether commitment, agreement, arrangement or not currently exercisable), agreement or commitment undertaking. All of any character to acquire any share the outstanding shares of capital stock or other equity or membership interestof Merger Sub are owned by Parent, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued and will be owned by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company EntityParent at Closing.

Capitalization. (a) The authorized capital stock of the Company consists of 15,000,000 shares of Company Common Stock and 5,000,000 shares of Preferred Stock, par value $0.001 per share (“Company Preferred Stock”). As of November 9, 2010, (i) 5,000,000,000 5,507,876 shares of Company Class A Common Stock (including any Company Restricted Shares)were issued and outstanding, all of which 301,078,199 shares of Company Class A Common Stock have been issued were validly issued, fully paid and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)nonassessable, (ii) 5,000,000,000 1,198,059 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization DateStock were held in treasury, (iii) 5,000,000,000 385,102 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to the Company’s 2004 Stock Incentive Plan, as amended, and 531,723 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s Amended and Restated 1997 Stock Incentive Plan (together, the “Company Stock Plans”), respectively, and (iv) 359 shares were reserved for future issuance pursuant to that certain warrant to purchase Company Common Stock held by Pentech Financial Services, Inc. and dated as of April 16, 2002 (the “Pentech Warrant”). As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Since November 9, 2010 to the date of this Agreement, the Company has not issued any shares of capital stock or granted any options covering shares of capital stock, except in connection with the exercise of Company Stock Options or Company SARs or the vesting of Company Stock Awards in each case issued and outstanding on November 9, 2010. All shares subject to issuance as aforesaid, 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 nonassessable and will not be subject to any preemptive rights. All of the outstanding capital stock of, or other ownership interests in, each Company Subsidiary is owned by the Company, directly or indirectly, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or such other Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. Subject to the foregoing, the consummation of the transactions contemplated by this Agreement will not effect or result in any change in the ownership of the Company or of any Company Subsidiary except as expressly contemplated by this Agreement. (b) Except as set forth in subsection (a) above or as permitted by Section 5.1 after the date of this Agreement, (i) the Company does not have any shares of its capital stock issued or outstanding other than shares of Company Common Stock that have become outstanding after November 9, 2010 upon (X) the exercise of Company Stock Options or Company SARs or (Y) the vesting of Company Stock Awards, in each case, outstanding as of November 9, 2010 and disclosed in Section 3.3(a), (ii) other than Company Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Company SARs, and Performance Share Awards (collectively, “Company Stock Awards”), there are no outstanding awards or restricted stock, restricted stock units, stock appreciation rights, dividend equivalent rights or performance share awards or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of or other voting securities of or other ownership interests in the Company, granted under any plan of the Company or its Subsidiaries and (iii) except for the Company Stock Awards listed on Schedule 3.3 and the Pentech Warrant, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests (including securities or obligations convertible into or exchangeable or exercisable for any shares of capital stock) or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which, in their capacity as such, have the right to vote (or which are convertible into or exercisable for securities having the right to vote other than Company Stock Awards) with the stockholders of the Company on any matter. (d) Except for the Company Shareholder Support Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or of which the Company is otherwise aware with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries. (e) No holder of securities in the Company or any of its Subsidiaries has any right to have such securities registered by the Company or any of its Subsidiaries, as the case may be. (f) Schedule 3.3 sets forth a complete and correct list of all outstanding Company Stock Awards granted under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding Plans as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock optionotherwise, restricted stock unit award, restricted stock award, stock appreciation, phantom stock the number of shares of Company Common Stock issuable thereunder or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of thereto, and the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests exercise prices (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities thereof. Each grant of a Company Entity (Stock Option was duly authorized no later than the date on which the grant of such as phantom interests Company Stock Option was by its terms to be effective by all necessary corporate action. The per share exercise price of each Company Stock Option was equal to or phantom units), in each case, issued by greater than the fair market value of a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of Common Stock on the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityapplicable grant date.

Capitalization. (a) The As of the date hereof, the entire authorized capital stock of the Company ▇▇▇▇▇▇▇ XX consists of (i) 5,000,000,000 950,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), stock. The entire authorized capital stock of which 301,078,199 ▇▇▇▇▇▇▇ XX consists of 750,000,000 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B ▇▇▇▇▇▇▇ XX Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 199,999,000 shares of Company Class C Common Stock, none of which are issued ▇▇▇▇▇▇▇ XX Preferred Stock and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 1,000 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company ▇▇▇▇▇▇▇ XX Convertible Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization DateJune 1, 14,687,333 2017, there were 18,116,951.7349 shares of Company Class A ▇▇▇▇▇▇▇ XX Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Planissued and outstanding, including (i) 9,566,935 no shares of Company Class A Common ▇▇▇▇▇▇▇ XX Preferred Stock reserved for issuance pursuant to outstanding Company RSUsissued and outstanding, (ii) 1,033,295 and 1,000 shares of Company Class A Common the ▇▇▇▇▇▇▇ XX Convertible Preferred Stock reserved for issuance pursuant to issued and outstanding. All of the issued and outstanding Company PSUs (assuming any performance▇▇▇▇▇▇▇ XX Shares have been duly authorized and are validly issued, fully paid, and non-based conditions are fully satisfied, other than assessable. Except as set forth in Section 4.02(d) this Agreement pursuant to the REIT Merger, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require ▇▇▇▇▇▇▇ XX to issue, sell, or otherwise cause to become outstanding any additional amounts of its capital stock except with respect to the ▇▇▇▇▇▇▇ XX Convertible Preferred Stock. All of the Company Disclosure Letter)▇▇▇▇▇▇▇ XX Shares to be issued in the REIT Merger, (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to when so issued in accordance with the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date terms of this Agreement. Each Company Equity Award was , will have been duly authorized, validly issued, fully paid, and non-assessable and will be issued in compliance in all material respects with applicable Lawsecurities Laws. Other than the OpCo Membership Interests, Manager Membership Interests and Except as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e)4.2, there is no other outstanding capital stock of ▇▇▇▇▇▇▇ XX. (c) All of the outstanding shares of capital stock of each of the ▇▇▇▇▇▇▇ XX Subsidiaries that is a corporation are duly authorized, validly issued, reserved for issuancefully paid and non-assessable. All equity interests in each of the ▇▇▇▇▇▇▇ XX Subsidiaries that is a partnership or limited liability company, outstandingincluding ▇▇▇▇▇▇▇ XX OP, or are duly authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity and validly issued. (d) Neither ▇▇▇▇▇▇▇ XX nor any ▇▇▇▇▇▇▇ XX Subsidiary is a party to or bound by which a Company Entity is otherwise bound. any Contracts concerning the voting (e) Section 4.02(eincluding voting trusts and proxies) of the Company Disclosure Letter sets forth a complete schedule any capital stock of ▇▇▇▇▇▇▇ XX or any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close ▇▇▇▇▇▇▇ XX Subsidiaries. Neither ▇▇▇▇▇▇▇ XX nor any ▇▇▇▇▇▇▇ XX Subsidiary has granted any registration rights on any of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of its capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as . ▇▇▇▇▇▇▇ XX does not have a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement ” or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entitystockholder rights plan.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 As of the date hereof, the authorized stock of ▇▇▇▇▇▇▇▇▇▇ consists solely of 30,000,000 shares of Company Class A ▇▇▇▇▇▇▇▇▇▇ Common Stock (including any Company Restricted Shares)Stock, of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding which, as of the close of business on March 8date hereof, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 14,167,036 shares were outstanding; 1,762,625 shares of Company Class B ▇▇▇▇▇▇▇▇▇▇ Common Stock are directly or indirectly held by ▇▇▇▇▇▇▇▇▇▇ as treasury stock; and 200,000 shares of preferred stock, par value $100.00 per share, of which, as of the date hereof, none are outstanding. As of the date hereof, the authorized stock of CASI consists solely of 100 shares of CASI Common Stock, none par value $1.00 per share, of which are issued and outstanding which, as of the close date hereof, 100 shares were outstanding. As of business on the Capitalization Datedate hereof, (iii) 5,000,000,000 the authorized stock of VFSC consists solely of 20,000,000 shares of Company Class C VFSC Common Stock, none of which are issued and outstanding which, as of the close of business on the Capitalization Datedate hereof, (iv) 4,983,448,411 12,849,618.6225 shares were outstanding; 443,846.6617 shares of Company Class X VFSC Common Stock are directly or indirectly held by VFSC as treasury stock; and 5,000,000 shares of preferred stock, par value $1.00 per share, of which, as of the Capitalization Datedate hereof, of which 166,046,191 none are outstanding. The outstanding shares of Company Class X Common Stock have been issued and each party's capital stock are outstanding as of the close of business on the Capitalization Datevalidly issued, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) As of the Company Disclosure Letter. Such list sets forth (i) the number date hereof, except as Previously Disclosed, there are no shares of either party's capital stock authorized and class of Manager Membership Interests reserved for issuance, each party does not have any Rights issued or outstanding as of the close of business on the Capitalization Datewith respect to its stock, and each party does not have any commitment to authorize, issue or sell any such shares or Rights, except pursuant to this Agreement, the VFSC Stock Option Agreement (in the case of VFSC) or Compensation and Benefit Plans. Since September 30, 1998, neither ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ nor VFSC has issued any shares of its stock or rights in respect thereof or reserved any shares for such purposes except pursuant to plans or commitments Previously Disclosed in its Disclosure Schedule. (ii) the The number and class of Manager Membership Interests held by the Company and the other holders shares of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A ▇▇▇▇▇▇▇▇▇▇ Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions which are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock issuable and reserved for issuance upon exercise of Company Options any employee and (iv) 13,764 Company Restricted Shares. The Company has made available director stock options to the Parent Entities and the Merger Subs or their respective Representatives copies purchase shares of the Company ▇▇▇▇▇▇▇▇▇▇ Common Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as hereof is set forth in Section 4.01(a)▇▇▇▇▇▇▇▇▇▇'▇ Disclosure Schedule, this Section 4.02(d) and Section 4.02(e), there is no issued, the number of shares of VFSC Common Stock which are issuable and reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) issuance upon exercise of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity VFSC Stock Options as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as date hereof is set forth in Section 4.02(aVFSC's Disclosure Schedule. (c), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (a) 50,000,000 Common Shares, of which, as of the date of this Agreement, 30,345,826 shares were issued and outstanding and 30,000 shares were held in the treasury of the Company and (b) 13,015,004 shares of preferred stock, of which (i) 5,000,000,000 9,000,000 shares of Company Class have been designated as Series A Common Stock Preferred Stock, $.01 par value per share (including any Company Restricted the "Series A Preferred Shares"), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding which, as of the close date of business on March 8this Agreement, 2024 9,000,000 shares were issued and outstanding and (ii) 4,015,004 shares have been designated as Series B Shares, of which, as of the “Capitalization Date”)date of this Agreement, 3,850,000 shares were issued and outstanding, 66,000 shares were reserved for issuance upon exercise of outstanding Warrants and 99,000 were reserved for possible issuance upon exercise of Warrants that may be required to be issued upon the occurrence of certain events described in Section 2.2 of the Disclosure Schedule. Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of (i) all stockholders of the Company, indicating the number and class or series of Company Shares held by each stockholder and (for Company Shares other than Common Shares) the number of Common Shares (if any) into which such Company Shares are convertible, (ii) 5,000,000,000 shares of Company Class B Common Stockall outstanding Options and Warrants, none of which are issued and outstanding as of indicating (A) the close of business on the Capitalization Dateholder thereof, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (iB) the number and class or series of Manager Membership Interests outstanding as Company Shares subject to each Option and Warrant and (for Company Shares other than Common Shares) the number of Common Shares (if any) into which such Company Shares are convertible, (C) the close exercise price, date of business on the Capitalization Dategrant, vesting schedule and expiration date for each Option or Warrant, and (iiD) any terms regarding the number acceleration of vesting, and class (iii) all stock option plans and other stock or equity-related plans of Manager Membership Interests held by the Company. All of the issued and outstanding Company Shares are, and all Company Shares that may be issued upon exercise of Options or Warrants will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. As of the date of this Agreement, other than the Options and Warrants listed in Section 2.2 of the Disclosure Schedule and, with respect to redemption rights, other than pursuant to the Company and Charter, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the other holders Company is a party or which are binding upon the Company providing for the issuance or redemption of Manager Membership Interests as any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the close of business on the Capitalization DateCompany. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except Except as set forth in Section 2.2 of the Manager Operating Agreement Disclosure Schedule, and except for the Company's Second Amended and Restated Stockholders' Agreement, dated May 23, 2000 (the "Stockholders Agreement"), and the Company's Amended and Restated Registration Rights Agreement, dated April 25, 2000 (the "Registration Rights Agreement"), there are not subject tono agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), any preemptive registration under the Securities Act, or subscription sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, purchase option, call option co-sale rights or similar "drag-along" rights. The issued and outstanding equity interests ) of OpCo as any securities of the close of business on Company. To the Capitalization Date are as set forth on Section 4.02(a) knowledge of the Company, there are no agreements among other parties, to which the Company Disclosure Letter. Such list sets forth is not a party and by which it is not bound, with respect to the voting (iincluding without limitation voting trusts or proxies) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, or sale or transfer (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, including without limitation agreements relating to rights of first refusal, purchase option, call option co-sale rights or similar "drag-along" rights) of any securities of the Company. The All of the issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco Shares were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The As of April 30, 1999, the authorized capital stock of the Company consists consisted of (i) 5,000,000,000 200,000,000 shares of Company Class A common stock, par value $0.01 per share ("Common Stock (including any Company Restricted SharesStock"), of which 301,078,199 (A) 81,365,178 shares of Company Class A Common Stock have been were issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”)outstanding, (iiB) 5,000,000,000 11,182,906 shares were reserved for issuance upon exercise of Company Class B Common Stock, none of which are issued stock options under the Immunex Corporation Amended and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Restated 1993 Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date Option Plan and (viC) 1,000,000,000 180,000 shares were reserved for issuance upon exercise of Company Preferred Stock, none of which are issued or outstanding as of options under the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization DateImmunex Corporation Stock Option Plan for Nonemployee Directors, and (ii) the number and class 5,000,000 shares of Manager Membership Interests held preferred stock, par value $0.01 per share ("Preferred Stock"), which have not yet been issued or designated as to a series by the Company and the other holders Board of Manager Membership Interests as Directors. As of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as date hereof, of the close 200,000,000 shares of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation ofauthorized Common Stock, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) 6,000,000 additional shares are reserved for issuance upon exercise of options under the number Immunex Corporation 1999 Stock Option Plan and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) 500,000 additional shares are reserved for issuance upon purchase under the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsImmunex Corporation Employee Stock Purchase Plan. (b) The equity interests securities of each Executive HoldcoIMC that are issued and outstanding are duly authorized and validly issued, the Manager Membership Interests fully paid and the OpCo Membership Interests have been granted or nonassessable, and issued in compliance in all material respects with all applicable federal federal, state and foreign securities laws laws. The Company is the record and beneficial owner of all applicable foreign and state securities or “blue sky” lawsof the outstanding shares of capital stock of IMC. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right All shares of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only and Preferred Stock that are issued and outstanding class of are duly authorized and validly issued, fully paid and nonassessable, and issued in compliance with all applicable federal, state and foreign securities of the Company registered under the Securities Actlaws. (d) As Other than as provided for herein, there are no outstanding rights of first refusal, preemptive rights, options, warrants, conversion rights or other agreements, either directly or indirectly, for the close purchase or acquisition from the Company or IMC of business on the Capitalization Date, 14,687,333 any shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) capital stock of the Company Disclosure Letter)or IMC, (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to as the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundcase may be. (e) Section 4.02(e) The shares of Common Stock issuable on the conversion of the Company Disclosure Letter sets forth a complete schedule Note, as provided herein, have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of any phantom units or similar interests that relate to such equity interests of any Company Entity as of this Agreement and the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forthNote, with respect to any phantom units or similar interestswill be validly issued, threshold or distribution value applicable to such interests (if any)fully paid and nonassessable, and vesting conditions (if not fully vested as of the Capitalization Date)issued in compliance with all applicable federal, state and foreign securities laws. (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The Company’s authorized capital stock of the Company consists Equity Interests consist of (i) 5,000,000,000 60,000,000 shares of common stock of which (A) 53,000,000 have been designated as Company Class A Common Stock and (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock B) 7,000,000 have been issued and are outstanding designated as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none ; and (ii) 30,000,000 shares of preferred stock of which (A) 22,500,000 have been designated Company Series A Preferred Stock, (B) 10 have been designated Company Series C Preferred Stock, (C) 3,500,000 have been designated Company Series X Preferred Stock and (D) 100,000 have been designated Company Series Y Preferred Stock. Exhibit C sets forth the number of shares of each Equity Interest that are issued and outstanding as and the number of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which each Equity Interest that are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Datetreasury. All of the outstanding Shares Outstanding Shares: (1) have been duly authorized and are validly issued, fully paid, and non-assessable, (2) were issued in compliance with all applicable state and federal securities Laws, (3) were not issued in Breach of any Commitments, (4) are held in book-entry form and are fully paid uncertificated, and nonassessable(5) as of the date hereof are held of record and owned beneficially by the Sellers as set forth in Exhibit C. The Company has no Commitments outstanding and has no obligation to issue any Commitments. The issued and outstanding Manager Membership Interests are Except as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating AgreementSchedule 4.5(a), (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightadditional Commitments will arise in connection with the Transactions, (ii) there are no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates Contracts with respect to the voting or registration oftransfer of the Company’s Equity Interests, or restricts any Person from purchasing, selling, pledging or otherwise disposing of and (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The iii) the Company Entities are is not under any obligation, nor are they bound by any Contract pursuant obligated to which they may become obligated, to repurchase, redeem, redeem or otherwise acquire any of its outstanding Share, Manager Membership Interest or OpCo Membership InterestEquity Interests. The All Company Class A B Common Stock constitutes the only outstanding class of securities of that has been repurchased by the Company registered under has been repurchased in compliance with all applicable agreements executed in connection with the Securities Act. (d) As issuance of the close of business on the Capitalization Date, 14,687,333 shares of such Company Class A B Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise boundStock. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of (i) 5,000,000,000 190,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 40,000,000 shares of Company Class B Common Preferred Stock, none of which which, (X) 100,000 shares are designated as Series C Preferred Stock, (Y) 100,000 shares are designated as Series D Preferred Stock, and (Z) 1,748,613 shares are designated as Series E Preferred Stock. As of December 18, 2014, the issued and outstanding as shares of capital stock of the close Company consists of business on the Capitalization Date, (iii) 5,000,000,000 12,631,595 shares of Company Class C Common Stock and 1,948,613 shares of Preferred Stock, none . (b) All the outstanding shares of which are issued and outstanding as capital stock of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The non-assessable, and were issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) in accordance with the registration or qualification requirements of the Company Disclosure LetterSecurities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as As of the close of business on the Capitalization Closing Date, the shares of Common Stock sold hereunder will be duly authorized and, upon issuance, sale and (ii) the number delivery as contemplated by this Agreement, such shares of Common Stock will be validly issued, fully paid and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as non-assessable securities of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” lawsCompany. (c) Except On the Closing Date, except for equity incentive plans (including the agreements thereunder), shares of Common Stock underlying the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, shares of Common Stock underlying the Warrants and as otherwise set forth in the OpCo Operating Agreement or Filed Company SEC Reports filed by the Manager Operating AgreementCompany, (i) there will be no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right shares of repurchase or forfeiture, right of participation, right of maintenance Common Stock or any similar rightother equity security of the Company issuable upon conversion, (ii) no exchange or exercise of any outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor security of the Company, Manager nor will there be any rights, options, calls or OpCo, (iii) no warrants outstanding bond, debenture, note or other Indebtedness agreements to acquire shares of any Common Stock nor will the Company Entity has a right be contractually obligated to vote on any matter on which stockholders of the Companypurchase, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, redeem or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityoutstanding shares.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of (iA) 5,000,000,000 25,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (viB) 1,000,000,000 5,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares 35,700 have been duly authorized designated as Series A Preferred Stock and validly issued and are fully paid and nonassessable5,000 shares have been designated as Series B Preferred Stock. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) As of the Company Disclosure Letter. Such list sets forth December 23, 1998, (i) the number and class 5,569,983 shares of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests Common Stock were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Dateoutstanding, (ii) the number 35,700 shares of Series A Preferred Stock were issued and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and outstanding, (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests 5,000 shares of Series B Preferred Stock were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been outstanding, (iv) no shares of Company Common Stock or shares of Company Preferred Stock were issued in violation of, and, except as set forth and held in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor treasury of the Company, Manager or OpCo, (iiivi) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock or Company Preferred Stock were held by Company Subsidiaries, (vii) 4,972,434 shares of Company Common Stock were reserved for future issuance upon conversion of the outstanding shares of Company Preferred Stock, (viii) 849,083 shares of Company Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock PlanOptions, including and (iix) 9,566,935 345,939 shares of Company Class A Common Stock were reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for future issuance upon exercise of Company Options and (iv) 13,764 Company Restricted SharesWarrants. The No material change in the capitalization of the Company has made available to the Parent Entities occurred between December 23, 1998 and the Merger Subs date hereof. No other capital stock of the Company is authorized or their respective Representatives copies issued. All issued and outstanding shares of the Company Stock Plan covering are duly authorized, validly issued, fully paid and non-assessable. Except as set forth in the Company Equity Awards outstanding and Securities Filings (as hereinafter defined) filed prior to the forms date of all award agreements covering material Company Equity Awards outstanding this Agreement or as otherwise contemplated by this Agreement, as of the date hereof, there are no outstanding rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than any kind relating to any of the OpCo Membership Interestsoutstanding, Manager Membership Interests authorized but unissued or treasury shares of the capital stock or any other security of the Company, and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, authorized or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule outstanding security of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become kind convertible into or exchangeable for any share of such capital stock, membership interests stock or other securities security. Except as disclosed in the Company Securities Filings filed prior to the date of this Agreement, there are no obligations, contingent or other, of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests Subsidiary or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entityentity.

Capitalization. (a) The authorized capital stock of the Company consists or will, upon the filing of (i) 5,000,000,000 the Articles, consist of 15,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as of the close of business on March 8, 2024 (the “Capitalization Date”), (ii) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 3,560,000 shares of Company Class Series A Preferred Stock, 3,560,000 shares of Series A1 Preferred Stock, 1,375,000 shares of Series B Preferred Stock, 1,375,000 shares of Series B1 Preferred Stock, 500,000shares of Series C Preferred Stock and 500,000 shares of Series C1 Preferred Stock (the Series C and Series C1 Preferred Stock shall be referred to as the "Preferred Stock"). Immediately prior to the Closing 2,083,500 shares of Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 3,103,784 shares of Company Class X Series A Preferred Stock and 1,300,000 shares of Series B Preferred Stock will be outstanding and no other shares of capital stock will be outstanding. There are also outstanding immediately prior to the Closing warrants to purchase an aggregate of 1,268,643 shares of Common Stock as of the Capitalization Date, of which 166,046,191 and 360,000 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Series A Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No Shares were held in treasury or owned by Manager, OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. All of the outstanding Shares have been shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock are duly authorized authorized, validly issued, fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. The Series C Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and are issued, fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) Company has reserved 5,435,000 shares of Common Stock for issuance upon conversion of the Preferred Stock, and 1,150,000 shares of its Common Stock for issuance pursuant to its 1995 Incentive Stock Plan. The Company Disclosure Letter. Such list sets forth (i) has also reserved 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock for issuance upon the number exercise of warrants to purchase shares of Common Stock and class of Manager Membership Interests Series A Preferred Stock outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization DateClosing. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as Except for those set forth in the Manager Operating Agreement Agreements, there are not subject tono options, warrants or other rights (including conversion or preemptive rights) or agreements outstanding to purchase any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote 's authorized and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of unissued capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized share capital stock of the Company consists of (i) 5,000,000,000 shares of Company Class A Common Stock (including any Company Restricted 200,000,000 Shares), of which 301,078,199 shares of Company Class A Common Stock have been issued and are outstanding as . As of the close of business on March 8October 25, 2024 2019, (the “Capitalization Date”A) 76,608,822 Shares were issued and outstanding (excluding Company Restricted Shares and Company Performance Shares), (iiB) 5,000,000,000 shares of Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iii) 5,000,000,000 shares of Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, (iv) 4,983,448,411 shares of Company Class X Common Stock as of the Capitalization Date, of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, (v) 989,681,838 shares of Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date and (vi) 1,000,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the Capitalization Date. No 6,250 Shares were held in treasury by the Company, (C) 163,584 Shares were subject to issuance pursuant to outstanding Company Options, (D) 416,634 Shares were subject to issuance pursuant to outstanding Company Restricted Shares, (E) no Shares were issued under the Company’s YourShare Plan, and (F) 506,424 Shares (assuming maximum performance targets are achieved, regardless of when the performance period ends) or owned by Manager353,593 Shares (assuming performance targets are achieved at the target level, OpCo regardless of when the performance period ends) were subject to issuance pursuant to outstanding Company Performance Shares. Since such date through the date of this Agreement, the Company has not issued or agreed to issue any shares of capital stock or voting securities of, or other equity interests in, the Company, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, the Company, other than Shares issued pursuant to any exercise of Company Subsidiary as Options or the vesting and payment of the close of business on the Capitalization Date. All of the outstanding Company Restricted Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Section 4.02(a) of the or Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests Performance Shares outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued such date in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rightsaccordance with their terms. (b) The equity interests All issued and outstanding Shares and all Shares that are subject to issuance, upon issuance prior to the Closing in accordance with the terms and subject to the conditions specified in the instruments under which they are issuable (i) are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable, (ii) are not, or upon issuance will not be, subject to any pre-emptive rights and (iii) are, to the extent owned directly or indirectly by the Company, owned free and clear of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all Liens and transfer restrictions, except for such transfer restrictions of general applicability as may be provided under the 1933 Act and other applicable federal securities laws Laws and all applicable foreign restrictions set forth in the Tender and state securities or “blue sky” lawsSupport Agreement. (c) Except as set forth in Section 3.05(a), as of the OpCo Operating Agreement or the Manager Operating date of this Agreement, there are no issued or obligations to issue (i) no outstanding Share, Manager Membership Interest shares in the share capital of the Company or OpCo Membership Interest is entitled other voting securities of or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightownership interests in the Company, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor securities of the Company convertible into or exchangeable for shares in the share capital of the Company or other voting securities of or ownership interests in the Company, Manager or OpCo, (iii) no outstanding bondwarrants, debenturecalls, note options, shares of phantom stock or phantom stock rights, stock purchase, stock appreciation or other Indebtedness of any Company Entity has a right rights or obligations to vote on any matter on which stockholders of acquire from the Company, members or other obligations of Manager the Company to issue, any shares in the share capital or members other voting securities or ownership interests in or any securities convertible into or exchangeable for shares in the share capital or other voting securities or ownership interests in the Company or (iv) stock options, restricted shares or stock unit awards, stock appreciation rights, performance units or similar securities, phantom stock rights, profits interests or other rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares in the share capital or voting securities of OpCo have a right to vote or ownership interests in the Company, in each case issued by the Company or its Subsidiaries (the items in clauses (iii) and (iv) being referred to collectively as the “Equity-Based Awards”, and the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). There are no Contract preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any Company Securities, or give any Person a right to subscribe for or acquire any Company Securities from the Company and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no voting trusts, proxies or other agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party with respect to the voting of any Company Entity relates Securities. There are no bonds, debentures or notes issued by the Company or any of its Subsidiaries that entitle the holder thereof to vote together with shareholders of the Company on any matters with respect to the voting Company. There are no outstanding obligations of the Company or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under Securities, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Shares. There is no shareholder rights plan, “poison pill” or similar device in effect with respect to the Securities ActCompany or any Subsidiary of the Company. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d3.05(d) of the Company Disclosure Letter)Letter sets forth, (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies as of the date of this Agreement, a true, complete and correct list of: (i) for each Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards Option outstanding as of the date of this Agreement: (1) the name of the holder thereof; (2) the number of Shares issuable upon the exercise of such Company Option; (3) the exercise price thereof; (4) the date of grant and the expiration date thereof, and (5) whether such Company Option is intended to be tax qualified pursuant to applicable Law; (ii) for each award of Company Restricted Shares outstanding as of the date of this Agreement, (1) the name of the holder thereof; (2) the number of Shares subject to such award of Company Restricted Shares; and (3) the date of grant of such award of Company Restricted Shares; and (iii) for each holder of Company Performance Shares outstanding as of the date of this Agreement, (1) the name of the holder thereof; (2) the target number of Shares subject to such award of Company Performance Shares; and (3) the date of grant thereof. Each grant of a Company Equity Award Option was issued duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and each Company Option, Company Restricted Share and Company Performance Share grant was made in compliance accordance in all material respects with the terms of the applicable LawCompany Equity Plan and applicable Laws. Other The per share price of each Company Option was not less than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equityfair market value of a Share on the applicable grant date. All Equity-based award with respect to Based Awards have been granted under a Company Entity Equity Plan. Accurate and complete copies of the standard form of agreement evidencing Company Options, Company Restricted Shares and Company Performance Shares has been made available to which a Parent, and no Company Entity is a party Option or by which a award of Company Entity is otherwise boundRestricted Shares or Company Performance Share have been granted pursuant to an agreement that deviates from the standard form of agreement in any material respect. (e) Section 4.02(e) None of the Company Disclosure Letter sets forth a complete schedule Securities are owned by any Subsidiary of the Company. Except for the Company Subsidiary Securities, neither the Company nor any phantom units of its Subsidiaries owns, directly or similar interests that relate indirectly, any material equity interest in any Person, or has any obligation or has made any agreement to acquire any such equity interests interest, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), and vesting conditions (if not fully vested as of the Capitalization Date)other Person. (f) Except All dividends and distributions (including dividend equivalents) on any Company Securities that have been declared or authorized for payment prior to the OpCo Membership Interests, Manager Membership Interests and as set forth date of this Agreement have been paid in Section 4.02(a), Section 4.02(d) or Section 4.02(e), as of the close of business on the Capitalization Date, there is no: full (i) outstanding share of capital stock or other equity or ownership interest in a Company Entity; (ii) outstanding subscription, option, call, warrant, right (whether or not currently exercisable), agreement or commitment net of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom unitswithholding taxes), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which a Company Entity is or may become obligated to sell or otherwise issue any share of its capital stock, membership interests or any other security. None of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities of a Company Entity.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 5,000,000,000 1,000,000,000 Shares and 10,000,000 shares of Company Class A Common Stock (including any Company Restricted Shares)preferred stock, par value $0.00001 per share, of which 301,078,199 shares of the Company Class A Common Stock have been issued and are outstanding as of (the “Company Preferred Stock”). At the close of business on March 8January 5, 2024 2024, there were (the “Capitalization Date”), i) 320,272,100 Shares outstanding; (ii) 5,000,000,000 shares an aggregate of 3,004,557 Shares reserved for future issuance under the Company Class B Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, Stock Plans; (iii) 5,000,000,000 shares an aggregate of 624,380 Shares subject to outstanding Company Class C Common Stock, none of which are issued and outstanding as of the close of business on the Capitalization Date, Option Awards; (iv) 4,983,448,411 shares an aggregate of 14,432,738 Shares subject to outstanding time-vesting Company Class X Common Stock as RSU Awards, and an aggregate of the Capitalization Date, 4,720,011 Shares subject to outstanding performance-vesting Company RSU Awards (assuming maximum performance in respect of which 166,046,191 shares of Company Class X Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date, incomplete performance or measurement periods); (v) 989,681,838 shares of 3,631,005 Shares reserved for future issuance pursuant to the Company Class Y Common Stock as of the Capitalization Date, of which 225,918,741 shares of Company Class Y Common Stock have been issued and are outstanding as of the close of business on the Capitalization Date ESPP; and (vi) 1,000,000,000 no shares of Company Preferred Stock outstanding. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to the Company Stock Plans or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. (b) Except as set forth in Section 4.05(a) and Section 4.05(c) of the Company Disclosure Schedule and except for changes since January 5, 2024 resulting from the exercise, settlement or forfeiture of Company Equity Awards outstanding on such date, in each case in accordance with the terms of the Company Stock Plans and Company Equity Award, as of the date hereof there are no issued, reserved for issuance or outstanding (i) Shares, shares of Company Preferred Stock, none Company Option Awards, Company RSU Awards or other shares of which are issued capital stock of or outstanding as other voting securities of or ownership interests in the Company, (ii) securities of the close Company convertible into or exchangeable or exercisable for shares of business capital stock or other voting securities of or ownership interests in the Company, (iii) subscriptions, warrants, calls, options or other rights to acquire from the Company, or other obligations of the Company to issue, any capital stock or other voting securities of or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in the Company or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party that are derivative of, or valued by reference to, or provide economic benefits based, directly or indirectly, on the Capitalization Datevalue or price of, any capital stock or voting securities of the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). No Shares were held Other than the Company Stock Plan and the award agreements thereunder governing the Company Option Awards and Company RSU Awards, there are no stockholder agreements or voting trusts (or other agreements or commitments), in treasury each case, restricting the transfer or owned by Manageraffecting the voting rights of any Company Securities to which the Company or any of its Subsidiaries is a party or is bound, OpCo and there are no outstanding agreements, commitments or obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, or granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. There is no stockholder rights plan, “poison pill” or similar device in effect with respect to the Company or any Subsidiary of the Company. Neither the Company nor any Company Subsidiary as has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on matters on which the holders of Shares have the right to vote. No Company Securities are owned by any Subsidiary of the close of business on the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. The issued and outstanding Manager Membership Interests are as set forth on Company. (c) Section 4.02(a4.05(c) of the Company Disclosure Letter. Such list sets forth (i) the number and class of Manager Membership Interests outstanding as of the close of business on the Capitalization Date, and (ii) the number and class of Manager Membership Interests held by the Company and the other holders of Manager Membership Interests as of the close of business on the Capitalization Date. No Manager Membership Interests were owned by OpCo or any Company Subsidiary as of the close of business on the Capitalization Date. The Manager Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the Manager Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of OpCo as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth (i) the number and class of OpCo Membership Interests outstanding as of the close of business on the Capitalization Date, (ii) the number and class of OpCo Membership Interests held by Manager and the other holders of OpCo Membership Interests as of the close of business on the Capitalization Date and (iii) for any unvested OpCo Membership Interests, any vesting criteria. No OpCo Membership Interests were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The OpCo Membership Interests are validly issued and have not been issued in violation of, and, except as set forth in the OpCo Operating Agreement are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. The issued and outstanding equity interests of each Executive Holdco as of the close of business on the Capitalization Date are as set forth on Section 4.02(a) of the Company Disclosure Letter. Such list sets forth the number and the class of equity interests outstanding of such Executive Holdco and the holders thereof as of the close of business on the Capitalization Date. No equity interests of an Executive Holdco were owned by any Company Subsidiary as of the close of business on the Capitalization Date. The equity interests of each Executive Holdco are validly issued and have not been issued in violation of, and, except as set forth in the operational documents of the applicable Executive Holdco, are not subject to, any preemptive or subscription rights, rights of first refusal, purchase option, call option or similar rights. (b) The equity interests of each Executive Holdco, the Manager Membership Interests and the OpCo Membership Interests have been granted or issued in compliance in all material respects with all applicable federal securities laws and all applicable foreign and state securities or “blue sky” laws. (c) Except as set forth in the OpCo Operating Agreement or the Manager Operating Agreement, (i) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, (ii) no outstanding Share, Manager Membership Interest or OpCo Membership Interest is subject to any right of first refusal in favor of the Company, Manager or OpCo, (iii) no outstanding bond, debenture, note or other Indebtedness of any Company Entity has a right to vote on any matter on which stockholders of the Company, members of Manager or members of OpCo have a right to vote and (iv) no Contract of any Company Entity relates to the voting or registration of, or restricts any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Share, Manager Membership Interest or OpCo Membership Interest. The Company Entities are not under any obligation, nor are they bound by any Contract pursuant to which they may become obligated, to repurchase, redeem, or otherwise acquire any outstanding Share, Manager Membership Interest or OpCo Membership Interest. The Class A Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, 14,687,333 shares of Company Class A Common Stock were reserved for future issuance pursuant to awards outstanding under the Company Stock Plan, including (i) 9,566,935 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company RSUs, (ii) 1,033,295 shares of Company Class A Common Stock reserved for issuance pursuant to outstanding Company PSUs (assuming any performance-based conditions are fully satisfied, other than as set forth in Section 4.02(d) of the Company Disclosure Letter), (iii) 4,073,339 shares of Company Class A Common Stock reserved for issuance upon exercise of Company Options and (iv) 13,764 Company Restricted Shares. The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives copies of the Company Stock Plan covering Company Equity Awards outstanding and the forms of all award agreements covering material Company Equity Awards outstanding as of the date of this Agreement. Each Company Equity Award was issued in compliance in all material respects with applicable Law. Other than the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.01(a), this Section 4.02(d) and Section 4.02(e), there is no issued, reserved for issuance, outstanding, or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock or phantom units, profits interest, profit participation, or similar right, or equity or equity-based award with respect to a Company Entity to which a Company Entity is a party or by which a Company Entity is otherwise bound. (e) Section 4.02(e) of the Company Disclosure Letter Schedule sets forth a complete schedule of any phantom units or similar interests that relate to such equity interests of any Company Entity as of the close of business on the Capitalization Date. Section 4.02(e) of the Company Disclosure Letter also sets forth, with respect to any phantom units or similar interests, threshold or distribution value applicable to such interests (if any), true and vesting conditions (if not fully vested as of the Capitalization Date). (f) Except for the OpCo Membership Interests, Manager Membership Interests and as set forth in Section 4.02(a), Section 4.02(d) or Section 4.02(e)correct list, as of the close of business on the Capitalization DateJanuary 5, there is no: 2024, of each Company Option Award and each Company RSU Award (collectively, “Company Equity Awards”), including with respect to each Company Equity Award, as applicable (i) outstanding share of capital stock the employee or other equity or ownership interest in a Company Entity; grantee identification number, (ii) outstanding subscription, option, call, warrant, right the number of Shares underlying such award (whether assuming maximum performance in respect of incomplete performance or not currently exercisablemeasurement periods), agreement or commitment of any character to acquire any share of capital stock or other equity or membership interest, restricted stock unit, stock-based performance unit, profits interest or profits unit, or any other right that is linked to, or the value of which is in any way based on or derived from the value of any share of capital stock, membership interests or other securities of a Company Entity (such as phantom interests or phantom units), in each case, issued by a Company Entity or to which a Company Entity is bound; (iii) outstanding securitythe date on which such award was granted, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any share of capital stock, membership interests or other securities of a Company Entity; or (iv) rights plan the exercise price for options, (v) whether such award is a nonqualified stock option or similar plan commonly referred intended to qualify as a “poison pill”an incentive stock option under the Code, and (vi) or Contract under which a the vesting schedule. Each Company Entity Option Award has an exercise price per share that is or may become obligated at least equal to sell or otherwise issue any share the fair market value (within the meaning of its capital stock, membership interests or any other security. None Section 409A of the Company Entities or Company Subsidiaries is a party to any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities Code) of a Company Entity or any other Contract relating to disposition, pledges, voting or dividends with respect to any equity securities the underlying shares on the date of a Company Entitygrant.