Common use of Capitalization Clause in Contracts

Capitalization. The authorized capital stock of Raritan consists of 3,500,000 shares of Raritan Common Stock and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). As of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.

Capitalization. (a) The authorized capital stock of Raritan HBI consists of 3,500,000 20,000,000 shares of Raritan Common Stock common stock, par value $0.01 per share, and 2,00,000 5,000,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). As of the date hereofof this Agreement, there were 2,373,569 are (i) 18,803,601 shares of Raritan HBI Common Stock issued and outstanding, and 214,405 (ii) 203,204 shares issued and held of HBI Common Stock reserved for issuance in respect of outstanding HBI Restricted Stock Unit Awards, (iii) 25,000 shares of HBI Common Stock reserved for issuance upon the treasuryexercise of outstanding HBI Stock Options, and (iv) 188,110 shares of HBI Common Stock reserved for issuance under the HBI ESPP, (v) no shares of Raritan Preferred Stock preferred stock are issued and outstanding and (vi) no other shares of capital stock or other equity securities of HBI issued, reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan HBI Common StockStock have been, and all issued and outstanding shares of capital stock HBI Common Stock that may be issued upon the exercise of each Raritan Subsidiarythe HBI Stock Options and settlement of rights to acquire shares of HBI Common Stock with respect to the HBI Restricted Stock Unit Awards and the HBI ESPP will be, have been when issued in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Other than HBI Equity Awards issued prior to the date of this Agreement, the HBI ESPP, and nonassessable. The authorized capital stock as provided by Section 5.2(a) of the Bank consists of 10,000,000 shares of common stockHBI Disclosure Schedule, $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock of each Raritan Subsidiary this Agreement, there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the obligating HBI to issue, transfer, purchase sell, purchase, redeem or issuance otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect, to which HBI is a party, with respect to the voting or transfer of any the shares of capital stock HBI Common Stock or other equity interests of Raritan HBI. As of the date of this Agreement, no bonds, debentures, notes or any Raritan Subsidiary or any securities representing other indebtedness having the right to purchase vote on any matters on which shareholders of HBI may vote are issued or otherwise receive any shares outstanding. The outstanding trust preferred and subordinated debt securities of such capital stock or any securities convertible into or representing HBI set forth in Section 3.2(a) of the right HBI Disclosure Schedule are referred to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesas the “HBI Debentures.”

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan SCB consists of 3,500,000 50,000,000 shares of Raritan SCB Common Stock and 2,00,000 50,000,000 shares of preferred stock, $.01 par value per share ("Raritan SCB Preferred Stock"). As of January 25, 2024, there are (i) 18,384,779 shares of SCB Common Stock outstanding, (ii) no shares of SCB Common Stock held in treasury, (iii) 265,313 shares of SCB Common Stock reserved for issuance upon the exercise of outstanding SCB Options, (iv) 628,504 shares of SCB Common Stock reserved for issuance upon settlement of outstanding SCB RSUs, (v) no shares of SCB Preferred Stock outstanding, and (vi) 1,266,568 shares of SCB Common Stock reserved for issuance upon future grants under the SCB Equity Plan. As of the date hereofof this Agreement, except as set forth in the immediately preceding sentence and for changes since January 25, 2024 resulting from the exercise, vesting or settlement of any SCB Equity Awards described in the immediately preceding sentence, there were 2,373,569 are no other shares of Raritan Common Stock issued and outstandingcapital stock or other equity or voting securities of SCB issued, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan SCB Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SCB are entitled to vote. Except as set forth on Section 6.02(a) of the Bank consists SCB Disclosure Schedule, no trust preferred or subordinated debt securities of 10,000,000 shares SCB are issued or outstanding. Other than SCB Equity Awards issued prior to the date of common stockthis Agreement as described in this Section 6.02(a), $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock of each Raritan Subsidiary this Agreement there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, restricted stock awards, restricted stock units, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of Raritan or any Raritan Subsidiary ownership interest in SCB, or any securities representing the right contracts, commitments, understandings or arrangements by which SCB may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in SCB, or that otherwise obligate SCB to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into or representing of the right to purchase or subscribe for any such shares, and there foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which SCB is a party or understandings is bound with respect to the voting or transfer of any such sharesSCB Common Stock or other equity interests of SCB.

Capitalization. (a) The authorized capital stock of Raritan FNB consists of 3,500,000 500,000,000 shares of Raritan FNB Common Stock Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and 2,00,000 outstanding, and 20,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan the “FNB Preferred Stock"”). As , of which, as of the date hereofof this Agreement, there 110,877 shares were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofJune 30, there were 264,812 2021, 9,904,433 shares of Raritan FNB Common Stock issuable were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of outstanding Raritan Options options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option “FNB Stock Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised”), and (ii) true and complete copies no shares of each FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan FNB Common StockStock have been, and all issued and outstanding shares of capital FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock of each Raritan Subsidiaryplans, have been warrants and other instruments referred to in those clauses, will be duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and free of preemptive rights, and nonassessable. The authorized capital stock of with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for pursuant to this Agreement, the Raritan Options FNB Stock Plans and the United Stock OptionFNB Warrants, neither Raritan nor any Raritan Subsidiary has or FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan FNB Common Stock or any Raritan Subsidiary other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the right to purchase or subscribe for any such sharesMerger have been duly authorized and, when issued and there are no agreements or understandings delivered in accordance with respect to voting the terms of any such sharesthis Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of Raritan CenterState consists of 3,500,000 200,000,000 shares of Raritan CenterState Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan Preferred Stock")share. As of the date hereofof this Agreement, there were 2,373,569 are (i) 125,276,300 shares of Raritan CenterState Common Stock issued and outstanding, and 214,405 including 32,500 shares issued and of CenterState Common Stock granted in respect of outstanding CenterState Restricted Stock Awards, (ii) 319,270 shares of CenterState Common Stock reserved for issuance upon the settlement of outstanding CenterState RSU Awards, (iii) 590,825 shares of CenterState Common Stock reserved for issuance upon the settlement of outstanding CenterState PSU Awards (assuming performance goals are satisfied at the target level) or 702,740 shares of CenterState Common Stock reserved for issuance upon the settlement of outstanding CenterState PSU Awards (assuming performance goals are satisfied at the maximum level), (iv) zero shares of CenterState Common Stock held in the treasury, and no (v) 591,580 shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan CenterState Common Stock issuable reserved for issuance upon the exercise of outstanding Raritan CenterState Stock Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercisedCenterState Warrants, and (iivi) true and complete copies no other shares of each capital stock or other voting securities or equity interests of CenterState issued, reserved for issuance or outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan CenterState Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of CenterState may vote. Other than CenterState Stock Options, CenterState Restricted Stock Awards, CenterState RSU Awards and CenterState PSU Awards (collectively, “CenterState Equity Awards”) issued prior to the date of this Agreement as described in this Section 3.2(a), as of the Bank consists date of 10,000,000 shares of common stock, $2.00 par value and this Agreement there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Raritan or any Raritan Subsidiary ownership interest in CenterState, or any securities representing the right contracts, commitments, understandings or arrangements by which CenterState may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in CenterState, or that otherwise obligate CenterState to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into of the foregoing (collectively, “CenterState Securities”). Other than CenterState Equity Awards, no equity or representing equity-based awards (including any cash awards where the right to purchase amount of payment is determined, in whole or subscribe for in part, based on the price of any such shares, and there capital stock of CenterState or any of its Subsidiaries) are outstanding. No CenterState Subsidiary owns any capital stock of CenterState. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which CenterState or understandings any of its Subsidiaries is a party with respect to the voting or transfer of CenterState Common Stock, capital stock or other voting or equity securities or ownership interests of CenterState or granting any such sharesshareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of Raritan IBTX as of the date of this Agreement consists of 3,500,000 100,000,000 shares of Raritan IBTX Common Stock Stock, and 2,00,000 10,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan Preferred Stock")share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereofDecember 4, 2019, there were 2,373,569 (i) 42,951,306 shares of Raritan IBTX Common Stock issued and outstanding, and 214,405 including 283,812 shares issued and held of IBTX Common Stock granted in the treasury, and respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of Raritan Preferred IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date hereofof this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there were 264,812 are no shares of Raritan Common Stock issuable upon exercise capital stock or other voting securities or equity interests of outstanding Raritan Options (the "Option Shares") granted toIBTX issued, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised reserved for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoor outstanding. All the issued and outstanding shares of Raritan IBTX Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the Bank consists date of 10,000,000 shares of common stock, $2.00 par value and this Agreement there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferto which IBTX or its Subsidiaries is a party relating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Raritan or any Raritan Subsidiary ownership interest in IBTX, or any securities representing the right contracts, commitments, understandings or arrangements by which IBTX may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into or representing of the right to purchase or subscribe for any such sharesforegoing (collectively, “IBTX Securities”, and there any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or understandings any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any such sharesshareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of Raritan Parent consists of 3,500,000 150,000,000 shares of Raritan Parent Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan Preferred Stock")value, of which no shares of preferred stock are issued or outstanding. As of the date hereofof this Agreement, there were 2,373,569 are (i) 51,121,789 shares of Raritan Parent Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true 768,418 shares of Parent Common Stock held in treasury, (iii) 2,480,916 shares of Parent Common Stock reserved for issuance in respect of awards of restricted Parent Common Stock (“Parent Restricted Stock Awards”) or upon the exercise of stock options granted under Parent’s 2011 Stock Incentive Plan, Parent’s 2006 Stock Incentive Plan, the Sun Bancorp, Inc. Omnibus Stock Incentive Plan, the Sun Bancorp, Inc. 2010 Stock Based-Incentive Plan, the Sun Bancorp, Inc. 2004 Stock Based-Incentive Plan, the Cape Bancorp, Inc. 2008 Equity Incentive Plan, the Colonial Financial Services, Inc. 2011 Equity Incentive Plan, the Ocean Shore Holding Co. 2005 Equity Incentive Plan or the Ocean Shore Holding Co. 2010 Incentive Plan, as applicable (such stock options, together with the Parent Restricted Stock Awards, the “Parent Equity Awards”), (iv) 27,339 shares of Parent Common Stock reserved for issuance upon the exercise of warrants assumed in connection with the acquisition of Colonial American Bank and complete copies (v) no other shares of each capital stock or equity or voting securities of Parent issued, reserved for issuance or outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Parent Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of any preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Parent may vote. Other than the Parent Equity Awards issued prior to the date of this Agreement, as of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value and there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the obligating Parent to issue, transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase sell, purchase, redeem or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for acquire any such shares, and there securities. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any such sharesthe Parent Common Stock or other equity interests of Parent.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan CBC consists of 3,500,000 40,000,000 shares of Raritan CBC Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value per share ("Raritan CBC Preferred Stock"). As of January 25, 2024, there are (i) 8,402,478 shares of CBC Common Stock outstanding, (ii) no shares of CBC Common Stock held in treasury, (iii) 476,911 shares of CBC Common Stock reserved for issuance upon the exercise of outstanding CBC Options, (iv) 260,756 shares of CBC Common Stock reserved for issuance upon settlement of outstanding CBC RSUs, (v) no shares of CBC Preferred Stock outstanding, and (vi) 616,442 shares of CBC Common Stock reserved for issuance upon future grants under the CBC Equity Plans. As of the date hereofof this Agreement, except as set forth in the immediately preceding sentence and for changes since January 25, 2024 resulting from the exercise, vesting or settlement of any CBC Equity Awards described in the immediately preceding sentence, there were 2,373,569 are no other shares of Raritan Common Stock issued and outstandingcapital stock or other equity or voting securities of CBC issued, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan CBC Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of CBC are entitled to vote. Except as set forth on Section 5.02(a) of the Bank consists CBC Disclosure Schedule, no trust preferred or subordinated debt securities of 10,000,000 shares CBC are issued or outstanding. Other than CBC Equity Awards issued prior to the date of common stockthis Agreement as described in this Section 5.02(a), $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock of each Raritan Subsidiary this Agreement there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, restricted stock awards, restricted stock units, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of Raritan or any Raritan Subsidiary ownership interest in CBC, or any securities representing the right contracts, commitments, understandings or arrangements by which CBC may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in CBC, or that otherwise obligate CBC to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into or representing of the right to purchase or subscribe for any such shares, and there foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which CBC is a party or understandings is bound with respect to the voting or transfer of any such sharesCBC Common Stock or other equity interests of CBC.

Capitalization. (a) The authorized capital stock shares of Raritan Seller consists of 3,500,000 (a) 100,000,000 Seller Common Shares, of which 2,270,750 shares of Raritan Common Stock are issued and 2,00,000 outstanding and 270,501 shares are held in treasury, 437,965 shares are reserved for issuance under outstanding Seller Options, 45,836 shares are reserved for issuance under outstanding Non-Plan Options and 92,215 shares are reserved for issuance under the Seller Warrants and (b) 5,000,000 shares of preferred stock, $.01 par value $0.001 per share ("Raritan the “Seller Preferred Stock"Shares” and together with the Seller Common Shares, the “Seller Shares”). As , of the date hereof, there were 2,373,569 which no shares of Raritan Common Stock are issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All such issued and outstanding shares of Raritan Seller Common StockShares are duly authorized, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and nonassessable. The authorized capital stock free of the Bank consists of 10,000,000 shares of common stock, $2.00 par value preemptive rights and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan were issued in compliance with applicable federal and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesstate securities laws. Except for the Raritan Seller Options, the Non-Plan Options and the United Stock OptionSeller Warrants (all of which are listed in Section 5.3 of the Seller Disclosure Letter), neither Raritan nor there are not any Raritan Subsidiary has existing or is bound by any outstanding subscriptions, authorized options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Seller to issue, transfer or agreements of any character calling for the transfer, purchase or issuance of sell any shares of its capital stock. Section 5.3 of the Seller Disclosure Letter sets forth a complete and accurate list of all outstanding Seller Options, Non-Plan Options and Seller Warrants, indicating (A) the holder thereof, (B) the number of Seller Shares subject to each Seller Option, Non-Plan Options and Seller Warrants, (C) the exercise price, date of grant, vesting schedule and expiration date for each Seller Option, Non-Plan Option and Seller Warrant, and (D) any terms regarding the acceleration of vesting, and (iii) all stock option plans and other stock or equity-related plans of Raritan the Seller. Section 5.3 of the Seller Disclosure Letter includes a summary of the aggregate Seller Options (and Non-Plan Options) vested as of certain dates specified therein. All Seller Shares that may be issued upon exercise of Seller Options, Non-Plan Options or Seller Warrants, will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Seller. There are no agreements or understandings to which Seller or any Raritan Seller Subsidiary is a party or by which they are bound with respect to the voting (including without limitation voting trusts or proxies) of any Seller Common Shares or the sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities representing of the right to purchase or otherwise receive Seller, nor does Seller have knowledge of any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no other agreements or understandings with respect to the voting of any such shares or transfer of any such securities. Seller has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Seller on any matter. Except as set forth on Section 5.3(a) of the Seller Disclosure Letter, there are no outstanding contractual obligations of Seller or any Seller Subsidiary to repurchase, redeem or otherwise acquire any capital shares, partnership interests or any other securities of Seller or any Seller Subsidiary. No dividends have been declared with respect to Seller Common Shares. Except as set forth on Section 5.3(a) of the Seller Disclosure Letter, neither Seller nor any Seller Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register any of their securities under the Securities Act of 1933, as amended (the “Securities Act”). After the Effective Time, the Surviving Entity will have no obligation to issue, transfer or sell any capital shares or other interests of Seller or the Surviving Entity pursuant to any Seller Option Plan or any other Seller Benefit Plan (as defined in Section 5.17 hereof).

Capitalization. The As of the date of this Agreement, the authorized capital stock of Raritan USXX consists of 3,500,000 (i) 40,000,000 shares of Raritan USXX Common Stock Stock, of which 29,059,286 shares were outstanding as of the close of business on September 26, 2000, and 2,00,000 (ii) 10,000,000 shares of preferred stockPreferred Stock, $.01 par value $0.02 per share share, 1,000,000 shares of which are authorized as Series A Convertible Preferred Stock (the "Raritan Preferred Series A Stock"). As of the date hereof, there were 2,373,569 112,000 shares of Raritan Common which are authorized as Series B Mandatorily Convertible Preferred Stock (the "Series B Stock") and 8,750 shares of which are authorized as Series C Mandatorily Convertible Preferred Stock (the "Series C Stock," and, together with the Series A Stock and the Series B Stock, the "PREFERRED STOCK"). There are 625,000 shares of Series A Stock issued and outstanding, and 214,405 112,000 shares of Series B Stock issued and held in the treasury, outstanding and no 5,184 shares of Raritan Preferred Series C Stock issued and outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan USXX Common StockStock and Preferred Stock have been validly issued and are fully paid and nonassessable. The shares of USXX Common Stock to be issued as the Merger Consideration, subject to the approval by the stockholders of USXX, and all issued and outstanding shares the effectiveness, of capital stock of each Raritan Subsidiarythe Charter Amendment (as defined herein), have been duly authorized and validly issued, are fully paidreserved for issuance pursuant to this Agreement, and nonassessablewhen issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any preemptive or other similar right. The authorized capital stock Except as set forth in Section 4.2 of the Bank consists USXX Disclosure Schedule, as of 10,000,000 shares the date of common stockthis Agreement, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary USXX Common Stock are owned held, in treasury or otherwise, by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan USXX or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such sharesits Subsidiaries, and there are no agreements outstanding (i) securities convertible into USXX Common Stock or understandings with respect other capital stock of USXX or any of its material Subsidiaries, (ii) warrants or options to voting purchase USXX Common Stock or other securities of USXX or any such sharesof its material Subsidiaries or (iii) commitments to issue shares of USXX Common Stock (other than pursuant to the Merger) or other securities of USXX or any of its material Subsidiaries.

Capitalization. The authorized capital stock of Raritan consists of 3,500,000 shares of Raritan Common Stock and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). a) As of the date hereof, there were 2,373,569 the authorized shares of Raritan capital stock of Marigold consists solely of (i) 400,000,000 shares of Marigold Voting Common Stock, (ii) 400,000,000 shares of Marigold Non-Voting Common Stock, and (iii) 50,000,000 shares of Preferred Stock, with no par value (“Marigold Preferred Stock”). As of the close of business on January 22, 2016 (the “Marigold Capitalization Date”), 128,367,294 shares of Marigold Voting Common Stock were issued and outstanding, and 214,405 no shares of Marigold Non-Voting Common Stock were issued and held in the treasury, outstanding and no shares of Raritan Marigold Preferred Stock were issued and outstanding. There are no fractional shares of Marigold Voting Common Stock, Marigold Non-Voting Common Stock or Marigold Preferred Stock outstanding. As From the close of business on the Marigold Capitalization Date through the date hereof, there were 264,812 have been no issuances of shares of Raritan capital stock of Marigold other than (i) issuances of shares of Marigold Voting Common Stock issuable upon exercise the conversion of outstanding Raritan Options shares of Marigold Non-Voting Common Stock or issuances of shares of Marigold Non-Voting Common Stock upon the conversion of shares of Marigold Voting Common Stock, or (the "Option Shares"ii) granted to, directors and officers issuances of Raritan or the Bank shares of Marigold Voting Common Stock pursuant to the Raritan Option Plansexercise of Marigold Stock Options or the settlement of Marigold Equity Grants outstanding as of the Marigold Capitalization Date and in each case in accordance with their terms in effect at such time. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance As of Raritan the Marigold Capitalization Date, no shares of Marigold Voting Common Stock and the terms upon which the options may be exercisedor Marigold Non-Voting Common Stock were owned, and (ii) true and complete copies of each directly or indirectly, by Marigold or any of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoMarigold Subsidiaries. All of the issued and outstanding shares of Raritan Marigold Voting Common StockStock and, and all issued and outstanding shares of capital stock of each Raritan Subsidiaryif applicable, Marigold Non-Voting Common Stock have been duly authorized and validly issued, are fully paid, nonassessable, and nonassessablefree of preemptive rights, and have been issued in compliance with all applicable securities Laws. The authorized capital stock Except as set forth in Section 3.2(b) of the Bank consists Marigold Disclosure Letter and except for the conversion rights of 10,000,000 holders of shares of common stockMarigold Common Stock set forth in the Marigold Organizational Documents, $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock this Agreement, none of each Raritan Subsidiary are owned by Raritan and are free and clear Marigold or any of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary Marigold Subsidiaries has been or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase sale or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary other equity securities of Marigold or any securities representing the right rights to purchase or otherwise receive any shares of such capital stock or any other equity securities of Marigold, or any securities exercisable, convertible into or representing exchangeable for, or the right to purchase or subscribe for value of which is determined in reference to, any such shares, and interests or securities. Except as set forth in the second sentence of this Section 3.2(a) or Section 3.2(b) of the Marigold Disclosure Letter, as of the date of this Agreement, (i) there are no options, restricted stock or other equity-based awards issued by Marigold or any Marigold Subsidiary currently outstanding under the Marigold Benefit Plans or otherwise and (ii) Marigold does not have any Marigold Common Stock or other Equity Interests issued or outstanding. There are no outstanding bonds, debentures, notes or other Indebtedness of Marigold or any Marigold Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of capital stock of Marigold may vote. Except as set forth in Section 3.2(b) of the Marigold Disclosure Letter, there are no outstanding agreements or understandings with respect to voting other obligations of Marigold or any of the Marigold Subsidiaries requiring the registration for sale of any such sharesshares of Marigold Voting Common Stock, Marigold Non-Voting Common Stock, Marigold Preferred Stock or other Equity Interests in Marigold or any of the Marigold Subsidiaries.

Capitalization. (a) The authorized capital stock of Raritan FNB consists of 3,500,000 500,000,000 shares of Raritan FNB Common Stock Stock, of which, as of June 30, 2015, 176,434,735 shares were issued and 2,00,000 outstanding, and 20,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan the “FNB Preferred Stock"”). As , of which, as of the date hereofof this Agreement, there 110,877 shares were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofJune 30, there were 264,812 2015, 1,147,755 shares of Raritan FNB Common Stock issuable were held in FNB’s treasury. As of June 30, 2015, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 2,018,510 shares of FNB Common Stock reserved for issuance upon exercise of outstanding Raritan Options options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option “FNB Stock Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised”), and (ii) true and complete copies 1,021,971 shares of each FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan FNB Common StockStock have been, and all issued and outstanding shares of capital FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock of each Raritan Subsidiaryplans, have been warrants and other instruments referred to in those clauses, will be duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and free of preemptive rights, and nonassessable. The authorized capital stock of with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for pursuant to this Agreement, the Raritan Options FNB Stock Plans and the United Stock OptionFNB Warrants, neither Raritan nor any Raritan Subsidiary has or FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan FNB Common Stock or any Raritan Subsidiary other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the right to purchase or subscribe for any such sharesMerger have been duly authorized and, when issued and there are no agreements or understandings delivered in accordance with respect to voting the terms of any such sharesthis Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of Raritan NCC consists of 3,500,000 30,000,000 shares of Raritan NCC Common Stock and 2,00,000 250,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan Preferred Stock"). As share, of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and which no shares of Raritan Preferred Stock preferred stock are issued or outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan Common Stock issuable upon exercise capital stock or other voting securities of outstanding Raritan Options (the "Option Shares") granted toNCC are issued, directors and officers of Raritan reserved for issuance or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth outstanding, other than (i) all options which may be exercised for issuance 20,676,731 shares of Raritan NCC Common Stock issued and the terms upon which the options may be exercised, outstanding and (ii) true 796,700 shares of NCC Common Stock reserved for issuance upon the exercise or issuance of outstanding NCC Equity Awards and complete copies NCC Warrants (none of each which is included in the NCC Common Stock issued and outstanding shares set forth in Section 3.03(a)(i)). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan NCC Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, non-assessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of the Bank consists NCC may vote are issued or outstanding. There are no contractual obligations of 10,000,000 shares NCC or any of common stock, $2.00 par value and no shares its Subsidiaries pursuant to which NCC or any of preferred stock. All of the outstanding its Subsidiaries could be required to register shares of capital stock or other securities of each Raritan Subsidiary are owned by Raritan and are free and clear NCC or any of any liens, encumbrances, charges, restrictions or rights of third partiesits Subsidiaries under the Securities Act. Except for as set forth in NCC Disclosure Schedule Section 3.03(a), as of the Raritan Options date of this Agreement, no trust preferred or subordinated debt securities of NCC are issued or outstanding (the securities set forth in NCC Disclosure Schedule Section 3.03(a), the “NCC Debentures”). Other than the NCC Warrants and the United Stock OptionNCC Equity Awards issued prior to the date of this Agreement or as set forth in NCC Disclosure Schedule Section 3.03(a), neither Raritan nor any Raritan Subsidiary has or is bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating NCC or any of any character calling for the its Subsidiaries to issue, transfer, purchase sell, purchase, redeem or issuance of otherwise acquire any shares of NCC Common Stock or any other equity interests of NCC or any of its Subsidiaries. No holder of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings NCC will have dissenters’ rights with respect to voting any of any such sharesthe transactions contemplated by this Agreement. The shares of NCC Common Stock are listed for trading on NASDAQ.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan Partners consists of 3,500,000 39,990,549 shares of Raritan Common Stock and 2,00,000 Partners Common, 9,000 shares of preferred stock, $.01 par value per share ("Raritan Fixed Rate Cumulative Perpetual Preferred Stock", Series A of Partners (“Partners Series A Preferred Stock”) and 451 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B of Partners (“Partners Series B Preferred Stock”). As of the date hereof, there were 2,373,569 are (i) 17,985,577 shares of Raritan Partners Common Stock issued and outstanding, and 214,405 (ii) no shares issued and of Partners Common Stock held in the treasury, (iii) 81,347 shares of Partners Common Stock reserved for issuance upon the exercise of the outstanding Partners Stock Options, (iv) 18,669 shares of Partners Common Stock outstanding in respect of Partners Restricted Stock Awards and no shares of Raritan Partners Common Stock reserved for issuance upon the settlement of outstanding restricted stock units, (v) no preferred shares of Partners Series A Preferred Stock outstanding, (vi) no preferred shares of Partners Series B Preferred Stock outstanding and (vii) no other shares of capital stock or other equity securities of Partners issued, reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Partners Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Partners may vote. Except as set forth on Section 3.2(a) of the Bank consists Partners Disclosure Schedule, no trust preferred or subordinated debt securities of 10,000,000 shares Partners are issued or outstanding. Other than Partners Equity Awards issued prior to the date of common stockthis Agreement as described in this Section 3.2(a), $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock of each Raritan Subsidiary this Agreement there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of Raritan or any Raritan Subsidiary ownership interest in Partners, or any securities representing the right contracts, commitments, understandings or arrangements by which Partners may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in Partners, or that otherwise obligate Partners to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into or representing of the right to purchase or subscribe for any such shares, and there foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which Partners is a party or understandings is bound with respect to the voting or transfer of Partners Common Stock or other equity interests of Partners, other than the Partners Support Agreements. Section 3.2(a) of Partners Disclosure Schedule sets forth a true, correct and complete list of all Partners Equity Awards issued and outstanding under each Partners Equity Plan specifying, on a holder-by-holder basis, the (A) name of each holder, (B) number of shares subject to each such Partners Equity Award, (C) grant date of each such Partners Equity Award, (D) vesting schedule for each such Partners Equity Award, (E) exercise price for each such Partners Equity Award that is a Partners Stock Option, and (F) expiration date for each such Partners Equity Award that is a Partners Stock Option. Other than the Partners Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any such sharescapital stock of Partners or any of its Subsidiaries) are outstanding.

Capitalization. (a) The authorized capital stock of Raritan Purchaser consists of 3,500,000 100,000,000 shares of Raritan Purchaser Common Stock Stock, and 2,00,000 3,000,000 shares of preferred stock, $.01 par value $1.00 per share (the "Raritan Purchaser Preferred Stock"). As of the date hereof, there were 2,373,569 are (i) 63,715,026 shares of Raritan Purchaser Common Stock issued, 60,699,962 shares of Purchaser Common Stock outstanding, and 3,015,064 shares of Purchaser Common Stock held in Purchaser's treasury, (ii) no shares of Purchaser Preferred Stock issued and outstanding, and 214,405 shares issued and outstanding or held in the Purchaser's treasury, and no (iii) 2,988,365 shares of Raritan Preferred Purchaser Common Stock outstandingreserved for issuance upon exercise of outstanding stock options. All of the issued and outstanding shares of Purchaser Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. None of the issued and outstanding shares of Purchaser Common Stock were issued in violation of the preemptive rights of any Person. Upon issuance as provided in this Agreement, the shares of Purchaser Common Stock issuable in the Merger will be duly authorized, validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof. No Person has preemptive rights in respect of the Purchaser Common Stock to be issued in the Merger. The shares of Purchaser Common Stock issuable in the Merger will be registered pursuant to an effective Registration Statement under the Securities Act. (b) The authorized capital stock of FCB consists of 100,000,000 shares of common stock, par value $1.00 per share ("FCB Common Stock"). As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth are (i) all options which may be exercised for issuance 38,969,900 shares of Raritan FCB Common Stock issued and the terms upon which the options may be exercised, outstanding and (ii) true and complete copies no shares of each FCB Common Stock are held in FCB's treasury. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan FCB Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, paid and nonassessable. The authorized capital stock of , with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stockownership thereof. All of the issued and outstanding shares of capital stock FCB Common Stock are held beneficially and of each Raritan Subsidiary are owned record by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.11

Capitalization. (a) The authorized capital stock of Raritan MainSource consists of 3,500,000 100,000,000 shares of Raritan MainSource Common Stock Stock, no par value, and 2,00,000 400,000 shares of preferred stock, $.01 no par value per share ("Raritan Preferred Stock")value, of which no shares of preferred stock are issued or outstanding. As of the date hereofof this Agreement, there were 2,373,569 are (i) 25,575,354 shares of Raritan MainSource Common Stock issued and outstanding, and 214,405 which number includes 101,939 shares issued and of MainSource Common Stock granted in respect of outstanding MainSource Restricted Stock Awards (assuming achievement of any applicable performance goals at the maximum level), (ii) 54,425 shares of MainSource Common Stock granted in respect of outstanding MainSource Performance Share Units (assuming achievement of any applicable performance goals at the maximum level), (iii) 543,703 shares of MainSource Common Stock held in the treasury, and no (iv) 110,417 shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan MainSource Common Stock issuable reserved for issuance upon the exercise of outstanding Raritan Options MainSource Stock Options, (the "Option Shares"v) granted to, directors and officers 573,256 shares of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised MainSource Common Stock reserved for issuance upon the exercise of Raritan Common Stock and the terms upon which the options may be exercisedMainSource Warrants, and (iivi) true and complete copies no other shares of each capital stock or other voting securities of MainSource issued, reserved for issuance or outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan MainSource Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of MainSource may vote. Other than the MainSource Trust Preferred Securities and the MainSource Junior Subordinated Debentures there are no trust preferred or subordinated debt securities of MainSource that are issued or outstanding. Other than MainSource Stock Options, MainSource Performance Share Units, and MainSource Warrants, in each case, issued prior to the date of this Agreement, as of the Bank consists date of 10,000,000 shares of common stock, $2.00 par value and this Agreement there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating MainSource 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 voting or transfer of the MainSource Common Stock or other equity interests of MainSource, other than the Voting Agreements. Section 3.2(a) of the MainSource Disclosure Schedule sets forth a true, correct and complete list of all MainSource Equity Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such MainSource Equity Award, (C) the grant date of each such MainSource Equity Award, (D) the MainSource Stock Plan under which such MainSource Equity Award was granted, (E) the exercise price for each such MainSource Equity Award that is a MainSource Stock Option, and (F) the expiration date for each such MainSource Equity Award that is a MainSource Stock Option. Other than the MainSource Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan MainSource or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there its Subsidiaries) are no agreements or understandings with respect to voting of any such sharesoutstanding.

Capitalization. (a) The authorized capital stock of Raritan JAXB consists only of 3,500,000 (i) 20,000,000 shares of Raritan Voting Common Stock Stock, of which 3,480,961 are issued and 2,00,000 outstanding as of the date of this Agreement, (ii) 5,000,000 shares of Nonvoting Common Stock, of which 2,315,321 are issued and outstanding as of the date of this Agreement, and (iii) 10,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan Preferred Stock")share, of which no shares are issued and outstanding as of the date of this Agreement. Such issued and outstanding shares of JAXB Common Stock constitute all of the issued and outstanding capital stock of JAXB as of the date of this Agreement, and have been duly authorized, validly issued and are fully paid and nonassessable. None of the shares of JAXB Common Stock have been issued or disposed of in violation of any preemptive rights of any Person. As of the date hereofof this Agreement, there were 2,373,569 129,375 shares of Raritan Voting Common Stock issued were reserved for issuance upon the exercise of outstanding JAXB Stock Options, 2,658 shares of Voting Common Stock were reserved for issuance upon the vesting and outstandingsettlement of outstanding JAXB Restricted Stock Unit Awards and 214,791 shares of Voting Common Stock were available for future grants of equity awards under the JAXB Stock Incentive Plan. JAXB has furnished to ABCB a true, complete copy of the JAXB Stock Incentive Plan, and 214,405 shares issued Schedule 3.6(a) sets forth a complete and held correct list of all participants in the treasury, and no shares of Raritan Preferred JAXB Stock outstanding. As Incentive Plan as of the date hereof, there were 264,812 hereof and identifies the number of shares of Raritan Voting Common Stock issuable upon subject to JAXB Stock Options or JAXB Restricted Stock Unit Awards held by each participant therein, the exercise price or prices of outstanding Raritan Options (the "Option Shares") granted tosuch JAXB Stock Options, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon date on which the options may be exercised, and (ii) true and complete copies of each of the Raritan JAXB Stock Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option or JAXB Restricted Stock Unit Award was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stockvests or becomes exercisable (as applicable), and all issued and outstanding shares of capital stock of each Raritan Subsidiaryexpires (if applicable). Except as disclosed in Schedule 3.6(a), have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock as of the Bank consists date of 10,000,000 shares this Agreement, no trust preferred or subordinated debt securities of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan JAXB or any Raritan Subsidiary of its Subsidiaries are issued or any securities representing the right outstanding. JAXB currently has no election in effect to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings defer interest payments with respect to voting any trust preferred securities or related debentures issued by it or any of any such sharesits Affiliates.

Capitalization. (a) The authorized share capital stock of Raritan the Acquirer consists of 3,500,000 Two Hundred Million (200,000,000) shares of Raritan Acquirer Common Stock and 2,00,000 Seven Million (7,000,000) shares of preferred stock, $.01 par value per share ("Raritan Acquirer Preferred Stock"). As of the close of business on the day prior to the date of execution of this Agreement, (i) 142,112,766 shares of Acquirer Common Stock and no shares of Acquirer Preferred Stock were issued and outstanding; (ii) no shares of Acquirer Common Stock were held by Acquirer in its treasury, (iii) 7,921,500 shares of Acquirer Common Stock were reserved for issuance under the Acquirer Plan, (iv) 2,645,738 shares of Acquirer Common Stock were issuable upon the exercise of outstanding Acquirer warrants, and (v) 10,906,200 shares of Acquirer Common Stock were issuable upon the outstanding options. All outstanding shares of Acquirer Common Stock are duly authorized, validly issued, fully paid and nonassessable. Except as set forth above, as of the date hereof, there were 2,373,569 are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements, or commitments of any character relating to the securities of the Acquirer or obligating the Acquirer to issue or sell any shares of Raritan Common Stock issued securities of, or any other interest in, the Acquirer including, without limitation on voting agreements and outstandingagreements to repurchase, and 214,405 shares issued and held in redeem or often acquire any securities of the treasuryAcquirer. Except as set forth above, and no shares of Raritan Preferred Stock outstanding. As as of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of the Acquirer does not have outstanding Raritan Options (the "Option Shares") granted toor authorized any stock appreciation, directors and officers of Raritan phantom stock, profit participation or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretosimilar rights. All issued and outstanding shares equity interests of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, the Acquirer (i) have been duly authorized and validly issued, issued and are fully paidpaid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and nonassessableall requirements set forth in (A) the Acquirer’s Organizational Documents, and (B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Acquirer’s Organizational Documents or any Contract to which the Acquirer is a party or otherwise bound. The Immediately prior to Closing, Acquirer will amend its Certificate of Incorporation and have not less than Four Hundred Million (400,000,000) shares of authorized capital stock of which will be a sufficient amount to consummate the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesTransactions.

Capitalization. The authorized capital stock of Raritan ICE consists of 3,500,000 194,275,000 ICE Shares, of which [—] ICE Shares were outstanding at the close of business on [ ], 2011, and 25,000,000 shares of Raritan Common Stock and 2,00,000 shares of preferred stockICE Preferred Stock, $.01 par value $0.01 per share ("Raritan the “ICE Preferred Stock"”). As , of which none are outstanding as of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, ICE Shares have been duly authorized and are validly issued, are fully paidpaid and non-assessable. Except as set forth above, and nonassessable. The authorized capital stock at the close of the Bank consists of 10,000,000 shares of common stockbusiness on [ ], $2.00 par value and 2011, no shares of preferred stockcapital stock or other equity interests in ICE were issued or outstanding. All ICE has no ICE Shares or ICE Preferred Stock reserved for issuance, except that, at the close of business on [ ], 2011, there were [—] options to acquire ICE Shares, [—] ICE Shares underlying ICE restricted stock units and [—] ICE Shares reserved for issuance for ICE employees and directors under the ICE 2000 Stock Option Plan, ICE 2003 Restricted Stock Deferral Plan for Outside Directors, ICE 2004 Restricted Stock Plan, ICE 2005 Equity Incentive Plan, ICE 2009 Omnibus Incentive Plan and 1999 Stock Options/Stock Issuance Plan of Creditex. Each of the outstanding shares of capital stock or other equity interests in each of each Raritan Subsidiary are ICE’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and, except as otherwise set forth in the ICE Group structure chart set forth in the ICE Disclosure Letter, owned by Raritan and ICE or by a direct or indirect wholly owned subsidiary of ICE. All shares of capital stock or other equity interests in each of ICE’s Subsidiaries owned by ICE or by a direct or indirect wholly owned subsidiary of ICE are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesLien. Except for the Raritan Options and the United Stock Optionas set forth above, neither Raritan nor any Raritan Subsidiary has there are no preemptive or is bound by any other outstanding subscriptionsrights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements rights of any character calling for the transfer, purchase kind that obligate ICE or issuance any of its Subsidiaries to issue or sell any shares of capital stock or other securities of Raritan ICE or any Raritan Subsidiary of its Subsidiaries or any securities representing or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of ICE or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. ICE does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to purchase vote (or otherwise receive any shares of such capital stock convertible or any securities convertible exchangeable into or representing exercisable for securities having the right to purchase or subscribe for vote) with the stockholders of ICE on any such shares, and there are no agreements or understandings with respect to voting of any such sharesmatter.

Capitalization. (a) The authorized capital stock of Raritan MBNA consists of 3,500,000 1,500,000,000 shares of Raritan MBNA Common Stock Stock, of which, as of May 31, 2005 (the “MBNA Capitalization Date”), 1,255,095,505 shares were issued and 2,00,000 outstanding, which includes all of the MBNA Restricted Shares outstanding as of the MBNA Capitalization Date, and 20,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan “MBNA Preferred Stock"”), of which, as of the MBNA Capitalization Date, (i) 6,000,000 shares were authorized and 4,547,882 shares were issued and outstanding as 7 1/2% Series A Cumulative Preferred Stock and (ii) 6,000,000 shares were authorized and 4,026,000 shares were issued and outstanding as Series B Adjustable Rate Cumulative Preferred Stock. As of the MBNA Capitalization Date, no shares of MBNA Common Stock or MBNA Preferred Stock were reserved for issuance except for (x) shares of MBNA Common Stock reserved for issuance in connection with stock options under the MBNA Stock Plans to purchase 73,840,838 shares of MBNA Common Stock outstanding as of the MBNA Capitalization Date, (y) in connection with 94,000 shares of MBNA Common Stock issuable upon settlement of the MBNA RSUs outstanding as of the MBNA Capitalization Date and (z) shares of MBNA Common Stock reserved for issuance pursuant to the Stock Option Agreement. All of the issued and outstanding shares of MBNA Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date hereofof this Agreement, there were 2,373,569 shares no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of Raritan Common Stock MBNA are issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock or outstanding. As of the date hereofof this Agreement, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank except pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock this Agreement and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Stock Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was grantedAgreement, including a list of each outstanding stock option issued pursuant thereto. All issued with respect to the MBNA Stock Plans as set forth herein, MBNA does not have and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the transfer, purchase or issuance of, or the payment of any amount based on, any shares of capital stock of Raritan MBNA Common Stock, MBNA Preferred Stock, Voting Debt or any Raritan Subsidiary other equity securities of MBNA or any securities representing the right to purchase or otherwise receive any shares of such MBNA Common Stock, MBNA Preferred Stock, Voting Debt or other equity securities of MBNA. As of the date of this Agreement, there are no contractual obligations of MBNA or any of its Subsidiaries (I) to repurchase, redeem or otherwise acquire any shares of capital stock of MBNA or any equity security of MBNA or its Subsidiaries or any securities convertible into or representing the right to purchase or subscribe otherwise receive any shares of capital stock or any other equity security of MBNA or its Subsidiaries or (II) pursuant to which MBNA or any of its Subsidiaries is or could be required to register shares of MBNA capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). MBNA has provided Bank of America with a true, complete and correct list of the aggregate number of shares of MBNA Common Stock issuable upon the exercise of each stock option and settlement of each MBNA RSU granted under the MBNA Stock Plans that was outstanding as of the MBNA Capitalization Date and the exercise price for each such MBNA stock option. Other than the MBNA Options, MBNA Restricted Shares and MBNA RSUs, no other equity-based awards are outstanding as of the MBNA Capitalization Date. Since the MBNA Capitalization Date through the date hereof, MBNA has not (A) issued or repurchased any such sharesshares of MBNA Common Stock, and there are no agreements MBNA Preferred Stock, Voting Debt or understandings other equity securities of MBNA other than the issuance of shares of MBNA Common Stock in connection with respect the exercise of stock options to voting purchase MBNA Common Stock granted under the MBNA Stock Plans that were outstanding on the MBNA Capitalization Date or (B) issued or awarded any options, restricted shares or any other equity-based awards under any of any such sharesthe MBNA Stock Plans.

Capitalization. The authorized capital stock of Raritan the Seller consists of 3,500,000 50,000,000 shares of Raritan Seller Common Stock and 2,00,000 50,000,000 shares of the Seller’s preferred stock, $.01 1.00 par value per share ("Raritan “Seller Preferred Stock"”). As of November 4, 2005, (i) 38,205,194 shares of Seller Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and non-assessable, and not issued in violation of any preemptive right of any Seller stockholder, (ii) 7,058,914 shares of Seller Common Stock were held as treasury shares by the Seller, (iii) no shares of Seller Preferred Stock were issued and outstanding, (iv) 781,379 shares of Seller Common Stock were subject to outstanding stock options issued pursuant to the Seller’s stock option plans, and (v) 209,100 shares of issued and outstanding Seller Common Stock were restricted common stock, and there were 139,400 restricted stock units (“RSU”) issued and outstanding in each case under and subject to the Seller’s equity compensation plan. The authorized capital stock of Gold Banc Trust III, Gold Banc Trust IV and Gold Banc Capital Trust V consists of common securities and trust preferred securities (the “TRUPs”). As of the date hereofof this Agreement, there were 2,373,569 shares all of Raritan Common Stock the issued and outstandingoutstanding common securities are duly authorized, validly issued, fully paid and 214,405 shares issued non-assessable and held in owned by the treasury, and no shares of Raritan Preferred Stock outstandingSeller. As of the date hereofof this Agreement, $84,000,000 in TRUPs are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights of any Seller stockholder or holder of TRUPs. Except as set forth in clauses (iv) and (v), above, and in the Rights Agreement, there were 264,812 shares of Raritan Common Stock issuable upon exercise of are no outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant Rights relating to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each issued or unissued capital stock or other equity interests of the Raritan Option Plans and a specimen of each form of agreement pursuant Seller or any Seller Subsidiary or obligating the Seller or any Seller Subsidiary to which issue or sell any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock or other equity interests of, or other equity interests in, the Seller or any Seller Subsidiary. There are no obligations, contingent or otherwise, of each Raritan Subsidiarythe Seller or any Seller Subsidiary to repurchase, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized redeem or otherwise acquire any shares of Seller Common Stock or the capital stock or other equity interests of any Seller Subsidiary or to provide funds to or make any investment (in the Bank consists form of 10,000,000 shares a loan, capital contribution or otherwise) in any Seller Subsidiary or any other entity, except for loan commitments and other funding obligations entered into in the ordinary course of common stock, $2.00 par value and no shares of preferred stockbusiness. All Each of the outstanding shares of capital stock or other equity interests of each Raritan Seller Subsidiary are duly authorized, validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights of any Seller Subsidiary stockholder or other equity holder, and such shares or other equity interests owned by the Seller or another Seller Subsidiary are owned by Raritan and are free and clear of any all security interests, liens, encumbrancesclaims, chargespledges, restrictions agreements, limitations of the Seller’s voting rights, charges or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements other encumbrances of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesnature whatsoever.

Capitalization. The authorized capital stock of Raritan Polaris consists of 3,500,000 1,000,000,000 shares of Raritan Polaris Common Stock, 500,000,000 shares of Polaris Performance Common Stock and 2,00,000 100,000,000 shares of preferred stock, $.01 par value per share ("Raritan Polaris Preferred Stock". As of the date of this Agreement, (i) 189,056,349 shares of Polaris Common Stock were issued and outstanding (including 5,713,588 shares that are subject to Polaris Time-Based Restricted Stock Awards), (ii) 5,210,113 shares of Polaris Performance Common Stock were issued and outstanding, (iii) no shares of Polaris Preferred Stock were issued and outstanding, (iv) 17,284,020 shares of Polaris Common Stock were reserved for issuance in connection with future grants or awards under the Polaris Stock Plans, (v) 1,935,190 shares of Polaris Common Stock were reserved for issuance in connection with outstanding Polaris Equity Awards (other than Polaris Time-Based Restricted Stock Awards) and (vi) 1,792,044 shares of Polaris Common Stock were reserved for issuance in connection with outstanding Polaris LTIP Units. Polaris has provided to the Other Parties a true and complete list of all outstanding Polaris Equity Awards and Polaris LTIP Units, as of the date of this Agreement, including the name of the recipient and the applicable vesting schedule. The outstanding Polaris Shares 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 violation of any preemptive rights). Except for Polaris Shares issuable pursuant to the Polaris Stock Plans, Polaris Equity Awards and Polaris LTIP Units, as of the date of this Agreement, there are no Polaris Shares reserved for issuance, Polaris does not have any Rights outstanding with respect to Polaris Shares, and Polaris does not have any commitment to authorize, issue or sell any Polaris Shares or Rights. As of the date of this Agreement, other than the withholding of Polaris Shares to satisfy Tax obligations in respect of Polaris Equity Awards outstanding as of the date of this Agreement in accordance with their terms, Polaris has no commitment to redeem, repurchase or otherwise acquire, or to register with the SEC (other than in connection with the Transactions or as required by the Polaris Fxxxxxxx Letter Agreement), any Polaris Shares. As of the date hereof, there were 2,373,569 the authorized capital stock of New Polaris consists of 1,000 shares of Raritan Common Stock common stock, par value $0.01 per share and 500 shares of performance common stock, par value $0.01 per share, and 100 shares of such common stock and 100 shares of such performance common stock are issued and outstanding, and 214,405 shares issued Polaris owns all such shares. All New Polaris Common Shares and held in the treasury, and no shares of Raritan New Polaris Preferred Stock outstanding. As of to be issued in connection with the date hereofMergers, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and when so issued in accordance with the terms upon which the options may of this Agreement, will be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issuedissued and outstanding, are fully paidpaid and nonassessable, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and subject to no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharespreemptive rights.

Capitalization. The authorized capital stock of Raritan Acquirer consists of 3,500,000 120,000,000 shares of Raritan Acquirer Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 par value $.0001 per share ("Raritan share, of which there are designated 500,000 shares of Series A Participating Preferred Stock")Stock and the remaining shares of which have not been designated. As of the date hereofMay 31, there were 2,373,569 1999, (i) 52,752,810 shares of Raritan Acquirer Common Stock were issued and outstanding, (ii) no shares of Series A Participating Preferred Stock (all of which are reserved for issuance in accordance with the Rights Agreement (the "ACQUIRER RIGHTS AGREEMENT") dated as of May 14, 1997, between Acquirer and The First National Bank of Boston, as Rights Agent, pursuant to which Acquirer has issued Rights (the "ACQUIRER RIGHTS") to purchase Series A Participating Preferred Stock) were issued and outstanding, and 214,405 (iii) no shares issued and of Acquirer Common Stock were held in the treasury, and no shares treasury of Raritan Preferred Stock outstandingAcquirer or any of its Subsidiaries. As of the date hereofJune 21, there were 264,812 1999, 30,734,468 shares of Raritan Acquirer Common Stock issuable upon are reserved for issuance pursuant to Acquirer's plans identified in the Acquirer Disclosure Letter as being the only compensation or benefit plans or agreements pursuant to which shares of Acquirer Common Stock may be issued (collectively, the "ACQUIRER STOCK OPTION PLANS"), of which stock options to purchase 15,730,732 shares of Acquirer Common Stock have been granted and are outstanding (of which options to purchase an aggregate of 6,283,522 shares were exercisable). All the outstanding shares of Acquirer's capital stock are, and all shares of Acquirer Common Stock that may be issued pursuant to the exercise of outstanding Raritan Options (the "Option Shares") granted toemployee stock options and convertible securities will be, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and when issued in accordance with the terms upon which thereof, duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in the options may be exercisedAcquirer Disclosure Letter and except for changes since the close of business on May 31, and 1999, there are outstanding (iix) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding no shares of capital stock or other voting securities of each Raritan SubsidiaryAcquirer, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock (y) no securities of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding Acquirer convertible into or exchangeable for shares of capital stock or voting securities of each Raritan Subsidiary are owned by Raritan Acquirer, and are free (z) no options, warrants or other rights to acquire from Acquirer, and clear no preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any lienscharacter, encumbrancesrelating to the capital stock of Acquirer, chargesobligating Acquirer to issue, restrictions transfer or rights sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of third partiesAcquirer or obligating Acquirer to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "ACQUIRER SECURITIES"). Except for as set forth in the Raritan Options Acquirer Disclosure Letter, there are no outstanding obligations of Acquirer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Acquirer Securities. There are not as of the date hereof and there will not be at the United Stock OptionEffective Time any stockholder agreements, neither Raritan nor voting trusts or other agreements or understandings to which Acquirer or any Raritan Subsidiary has of its Subsidiaries is a party or by which it is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for relating to the transfer, purchase or issuance voting of any shares of the capital stock of Raritan Acquirer or any Raritan Subsidiary agreements, arrangements, or other understandings to which Acquirer or any securities representing of its Subsidiaries is a party or by which it is bound that will limit in any way the right to purchase solicitation of proxies by or otherwise receive any shares on behalf of such capital stock Acquirer from, or any securities convertible into or representing the right to purchase or subscribe for any such sharescasting of votes by, and there are no agreements or understandings the stockholders of Acquirer with respect to voting of any such sharesthe Merger.

Capitalization. (a) The authorized capital stock of Raritan MidSouth consists of 3,500,000 30,000,000 shares of Raritan MidSouth Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 no par value per share ("Raritan Preferred Stock")share. As of the date hereofof this Agreement, there were 2,373,569 no shares of Raritan capital stock or other voting securities of MidSouth are issued, reserved for issuance or outstanding, other than (i) 16,717,021 shares of MidSouth Common Stock issued and outstanding, and 214,405 which number includes 161,622 shares issued and held of MidSouth Common Stock granted in the treasuryrespect of outstanding MidSouth Restricted Stock Awards, and (ii) no shares of Raritan Preferred MidSouth Common Stock outstanding. As of the date hereofheld in treasury, there were 264,812 (iii) 69,552 shares of Raritan MidSouth Common Stock issuable reserved for issuance upon the exercise of outstanding Raritan Options MidSouth Options, (the "Option Shares"iv) granted to, directors and officers no shares of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised MidSouth Common Stock reserved for issuance upon the settlement of Raritan outstanding time-vesting MidSouth RSU Awards, (v) 49,560 shares (assuming performance goals are satisfied at target) of MidSouth Common Stock reserved for issuance upon the settlement of outstanding performance-vesting MidSouth RSU Awards, (vi) 32,000 shares of MidSouth Series B Preferred Stock issued and the terms upon which the options may be exercised, outstanding and (iivii) true 89,721 shares of MidSouth Series C Preferred Stock issued and complete copies of each outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan MidSouth Common Stock, Stock and all issued and outstanding shares of capital stock of each Raritan Subsidiary, MidSouth Preferred Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof, subject, in the case of MidSouth Equity Awards, to the terms and conditions of such MidSouth Equity Awards. The authorized capital stock No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of MidSouth may vote are issued and outstanding. Except as set forth in Section 3.2(a) of the Bank consists of 10,000,000 shares of common stockMidSouth Disclosure Schedule, $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock this Agreement, no trust preferred or subordinated debt securities of MidSouth are issued or outstanding. Other than MidSouth Equity Awards, in each Raritan Subsidiary case, issued prior to the date of this Agreement, there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the obligating MidSouth to issue, transfer, purchase sell, purchase, redeem or issuance of otherwise acquire, any shares of capital stock of Raritan such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which MidSouth or any Raritan Subsidiary of the MidSouth Subsidiaries has a contractual or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings other obligation with respect to the voting or transfer of any such sharesthe MidSouth Common Stock or other equity interests of MidSouth, other than the Support Agreements.

Capitalization. 3.14.1 The authorized capital stock of Raritan PharMerica consists solely of 3,500,000 300,000,000 shares of Raritan PharMerica's common stock, par value $0.01 per share (the "PharMerica Common Stock Stock"), and 2,00,000 500,000 shares of PharMerica's preferred stock, $.01 par value $0.01 per share (the "Raritan PharMerica Preferred Stock"). As of the date hereofDecember 31, 1998, there were 2,373,569 89,387,106 shares of Raritan PharMerica Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan PharMerica Preferred Stock outstandingoutstanding and no shares of PharMerica Common Stock or PharMerica Preferred Stock were held in PharMerica's treasury; and except for shares which have been issued upon the exercise of PharMerica Warrants and PharMerica Options outstanding on December 31, 1998, there have been no issuances of capital stock of PharMerica since December 31, 1998. As of the date hereofDecember 31, there were 264,812 1998, 290,000 shares of Raritan PharMerica Common Stock were issuable upon the exercise of outstanding warrants (the "PharMerica Warrants") and 5,969,272 shares of PharMerica Common Stock were issuable upon the exercise of outstanding PharMerica Options granted under the stock option plans of PharMerica (the "PharMerica Option Plans"); no shares of PharMerica Common Stock are reserved for issuance for any purpose other than upon exercise of such outstanding Raritan PharMerica Warrants or such outstanding PharMerica Options (or upon the "Option Shares") granted to, directors and officers grant of Raritan or the Bank other options pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan PharMerica Option Plans and a specimen of each form of agreement or pursuant to which the PharMerica Rights Agreement. Since December 31, 1998, no PharMerica Warrants or PharMerica Options have been granted and no agreements or commitments have been made to grant any PharMerica Warrants or PharMerica Options. Except for the foregoing, there are not any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating PharMerica to issue, transfer or sell any shares of capital stock of PharMerica or any other securities convertible into or evidencing the right to subscribe for any such shares. There are no outstanding stock option was granted, including a list appreciation rights with respect to the capital stock of each outstanding stock option issued pursuant theretoPharMerica. All issued and outstanding shares of Raritan PharMerica Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been Stock are duly authorized and validly issued, fully paid and nonassessable and have not been issued in violation of (nor are fully paid, and nonassessable. The authorized capital stock any of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding authorized shares of capital stock of, or other equity interests in, PharMerica subject to) any preemptive or similar rights created by statute, the Certificate of each Raritan Subsidiary are owned by Raritan and are free and clear Incorporation or By-laws of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan PharMerica or any Raritan Subsidiary agreement to which PharMerica is a party or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesby which it may be bound.

Capitalization. (a) The authorized capital stock of Raritan FNB consists of 3,500,000 500,000,000 shares of Raritan FNB Common Stock Stock, of which, as of September 30, 2012, 140,173,022 shares were issued and 2,00,000 outstanding, and 20,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan the “FNB Preferred Stock"”). As , of which, as of the date hereofof this Agreement, there no shares were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofSeptember 30, there were 264,812 2012, 380,295 shares of Raritan FNB Common Stock issuable were held in FNB’s treasury. As of September 30, 2012, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for 11,523,898 shares of FNB Common Stock reserved for issuance upon exercise of outstanding Raritan Options options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the "Option Shares"“FNB Stock Plans”) granted to, directors and officers 1,470,682 shares of Raritan or the Bank FNB Common Stock reserved for issuance pursuant to warrants issued to the Raritan Option PlansTreasury Department (the “FNB Warrants”). The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan FNB Common StockStock have been, and all issued and outstanding shares of capital stock of each Raritan SubsidiaryFNB Common Stock that may be issued pursuant to the FNB Stock Plans and the FNB Warrants will be, have been when issued in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and free of preemptive rights, and nonassessable. The authorized capital stock of with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for pursuant to this Agreement, the Raritan Options FNB Stock Plans and the United Stock OptionFNB Warrants, neither Raritan nor any Raritan Subsidiary has or FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan FNB Common Stock or any Raritan Subsidiary other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of such capital stock FNB Common Stock. As of the date of this Agreement, no bonds, debentures, notes or any securities convertible into or representing other indebtedness having the right to purchase vote on any matters in which shareholders of FNB may vote are issued or subscribe for any such sharesoutstanding. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and there are no agreements or understandings delivered in accordance with respect to voting the terms of any such sharesthis Agreement, will have been validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. The authorized capital stock of Raritan Acquiror consists of 3,500,000 250,000,000 shares of Raritan Acquiror Common Stock Stock, and 2,00,000 8,155,044 shares of preferred stock, $.01 par value per share ("Raritan Acquiror Preferred Stock"). As of the date hereofApril 2, there were 2,373,569 1998, (i) 107,319,277 shares of Raritan Acquiror Common Stock were issued and outstanding, ; (ii) 4,072,145 shares of Acquiror Common Stock were issuable upon exercise of employee and 214,405 non-employee stock options (the "Acquiror Stock Options") outstanding under all stock option plans of Acquiror (the "Acquiror Stock Option Plans"); and (iii) 3,754,635 shares of Acquiror Preferred Stock were issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofApril 2, there were 264,812 1998, 17,011,848 shares of Raritan Acquiror Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Planswere held as treasury shares. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Acquiror Common StockStock are validly issued, fully paid and all issued nonassessable and outstanding free of preemptive rights. All of the shares of Acquiror Common Stock issuable as consideration in the Merger at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth above, as of April 2, 1998, there were no shares of capital stock of each Raritan SubsidiaryAcquiror issued or outstanding or any options, have been duly authorized and validly issuedwarrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Acquiror to issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of its capital stock or securities. There are fully paidno notes, and nonassessablebonds, debentures or other indebtedness of Acquiror having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters upon which stockholders of Acquiror may vote. The authorized capital stock of the Bank HAC consists of 10,000,000 1,000 shares of common stock, $2.00 par value $.01 per share, all of which are validly issued, fully paid and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary nonassessable, and are owned by Raritan and are Acquiror free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesLien.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan Umpqua consists of 3,500,000 400,000,000 shares of Raritan Umpqua Common Stock and 2,00,000 4,000,000 shares of preferred stock, $.01 no par value per share ("Raritan “Umpqua Preferred Stock"”). As of the date hereofOctober 8, 2021, there were 2,373,569 (i) 216,621,803 shares of Raritan Umpqua Common Stock issued and outstanding, and 214,405 (ii) zero shares issued and of Umpqua Common Stock held in the treasury, and no (iii) 767,540 shares of Raritan Umpqua Common Stock granted in respect of outstanding Umpqua RSU Awards, (iv) 930,255 shares of Umpqua Common Stock granted in respect of outstanding Umpqua Performance Awards (assuming performance goals applicable to Umpqua Performance Awards are satisfied at the maximum level), (v) 4,417 shares of Umpqua Common Stock reserved for issuance upon the exercise of outstanding Umpqua Stock Options and (vi) zero shares of Umpqua Preferred Stock outstanding. As of the date hereofof this Agreement, except as set forth in the immediately preceding sentence and for changes since October 8, 2021 resulting from the vesting or settlement of any Umpqua Equity Awards described in the immediately preceding sentence, there were 264,812 are no other shares of Raritan Common Stock issuable upon exercise capital stock or other equity or voting securities of outstanding Raritan Options (the "Option Shares") granted toUmpqua issued, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised reserved for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each or outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Umpqua Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Umpqua may vote. Other than Umpqua Equity Awards issued prior to the date of this Agreement as described in this Section 3.2(a), as of the Bank consists date of 10,000,000 shares of common stock, $2.00 par value and this Agreement there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of Raritan or any Raritan Subsidiary ownership interest in Umpqua, or any securities representing the right contracts, commitments, understandings or arrangements by which Umpqua may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in Umpqua, or that otherwise obligate Umpqua to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into or representing of the right to purchase or subscribe for any such shares, and there foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which Umpqua or understandings any of its Subsidiaries is a party or is bound with respect to the voting or transfer of any such sharesUmpqua Common Stock or other equity interests of Umpqua.

Capitalization. (i) The authorized capital stock of Raritan Virata -------------- consists of 3,500,000 (A) 450,000,000 shares of Raritan Virata Common Stock Stock, of which, as of September 28, 2001, 63,871,593shares were issued and 2,00,000 outstanding and 51,261 shares were held in treasury and (B) 5,000,000 shares of preferred stock, $.01 par value $0.001 per share share, of Virata ("Raritan Virata Preferred Stock," together with the ---------------------- Virata Common Stock, the "Virata Capital Stock"), of which no shares are issued -------------------- and outstanding. As From September 28, 2001 to the date of this Agreement, no shares of Virata Capital Stock have been issued except pursuant to the exercise of options granted under employee and director stock plans of Virata and its Subsidiaries in effect as of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options hereof (the "Option SharesVirata Stock Plans") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto). All of ------------------ the issued and outstanding shares of Raritan Virata Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares this Agreement, except pursuant to the terms of common stockoptions and stock issued pursuant to Virata Stock Plans, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options Virata ESPP and the United Stock OptionVirata Rights, neither Raritan nor any Raritan Subsidiary has or Virata does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Virata Capital Stock or any Raritan Subsidiary other equity securities of Virata or any securities of Virata representing the right to purchase or otherwise receive any shares of such capital Virata Capital Stock. As of September 28, 2001, no shares of Virata Capital Stock were reserved for issuance, except for 19,278,820shares of Virata Common Stock reserved for issuance upon the exercise of stock options pursuant to the Virata Stock Plans, 1,464,740shares of Virata Common Stock reserved for issuance under the Virata ESPP, and 500,000 shares of Series A Preferred Stock reserved for issuance in connection with the Virata Rights Agreement. Virata has no Voting Debt issued or any outstanding. As of September 28, 2001, 13,798,529shares of Virata Common Stock are subject to outstanding Virata Stock Options. Since September 28, 2001, except as permitted by this Agreement, (A) no Virata Common Stock has been issued except in connection with the exercise of issued and outstanding Virata Stock Options and (B) no options, warrants, securities convertible into into, or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings commitments with respect to voting the issuance of, shares of any such sharesVirata Common Stock have been issued, granted or made.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan CIT consists of 3,500,000 700,000,000 shares of Raritan CIT Common Stock Stock, 510,000,000 shares of Class B Common Stock, par value $0.01 per share ("CIT B Stock"), and 2,00,000 50,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan CIT Preferred Stock"). As of the date hereofMarch 1, 1999, there were 2,373,569 162,051,244 shares of Raritan CIT Common Stock, no shares of CIT B Stock and no shares of CIT Preferred Stock issued and outstanding, and 214,405 1,093,635 shares issued and of CIT Common Stock held in the CIT's treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan CIT Common Stock issuable or CIT Preferred Stock were reserved for issuance, except that (i) 13,003,000 shares of CIT Common Stock were reserved for issuance upon the exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank stock options pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock Employee Long Term Equity Compensation Plan and the terms upon which Employee Stock Purchase Plan (collectively, the options may be exercised, and (ii) true and complete copies of each "CIT Stock Plans"). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan CIT Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value and no shares of preferred stock. All except as referred to above or reflected in Section 5.2(a) of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan CIT Disclosure Schedule, CIT does not have and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan CIT Common Stock or CIT Preferred Stock or any Raritan Subsidiary other equity securities of CIT or any securities representing the right to purchase or otherwise receive any shares of CIT Common Stock or CIT Preferred Stock. The shares of CIT Common Stock to be issued pursuant to the Arrangement or upon exchange from time to time of the Exchangeable Shares have been duly authorized and, on their respective dates of issue, such capital stock or any securities convertible into or representing shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesownership thereof.

Capitalization. (a) The authorized capital stock of Raritan Lambda consists of 3,500,000 90,000,000 shares of Raritan Lambda Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value $0.001 per share ("Raritan “Lambda Preferred Stock"”). As of July 10, 2021 (the date hereof“Measurement Date”), there were 2,373,569 (i) 10,107,084 shares of Raritan Lambda Common Stock are issued and outstanding, and 214,405 shares issued and held in the treasury, and (ii) no shares of Raritan Preferred Lambda Common Stock outstanding. As are held in Lambda’s treasury, (iii) no shares of Lambda Common Stock are held by any of the date hereofLambda Subsidiaries, there were 264,812 (iv) 966,184 shares of Raritan Lambda Common Stock are issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to stock incentive plans of Lambda (“Lambda Stock Plans”), which includes: 564,917 shares issuable in respect of Lambda RSUs (assuming performance-based vesting conditions are deemed achieved in full in the Raritan Option case of Lambda RSUs subject to performance-based vesting conditions (which, for the avoidance of doubt, shall result in a number of Lambda RSUs vesting equal to the number of Lambda RSUs granted to the applicable participant on the applicable grant date and not any greater number)), and 254,683 shares of Lambda Common Stock reserved for the grant of additional awards under Lambda Stock Plans. The Raritan Disclosure Schedule sets forth , (iv) all options which may be exercised for issuance Tranche 1 Warrants to purchase 555,555 shares of Raritan Lambda Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies Tranche 2 Warrants to purchase 555,555 shares of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All Lambda Common Stock are issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and (vi) no shares of preferred stockLambda Preferred Stock are issued and outstanding. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan Lambda have been duly authorized and validly issued, and are free fully paid and clear nonassessable and are not subject to any preemptive right, and all shares of Lambda Common Stock which may be issued pursuant to the vesting of Lambda RSUs will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive right. Except as described in clause (iv) of this Section 2.4(a), there are not any phantom stocks or other contractual rights the value of which is determined in whole or in part by the value of any lienscapital stock of Lambda and there are no outstanding stock appreciation rights with respect to the capital stock of Lambda. Other than Lambda Common Stock and Lambda Preferred Stock, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares there are no other authorized classes of capital stock of Raritan or Lambda. At the Closing, the Tranche 2 Warrants will remain unvested and expire according to their terms without any Raritan Subsidiary or any securities representing entitlement to the right to purchase or otherwise receive any shares Merger Consideration in accordance with the terms of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesTranche 2 Warrant Agreement.

Capitalization. (a) The authorized capital stock of Raritan Acquiror consists of 3,500,000 750,000,000 shares of Raritan Acquiror Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value per share ("Raritan Acquiror Preferred Stock"). As of the date hereofCapitalization Date, there were 2,373,569 32,370,784 shares of Raritan Acquiror Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, outstanding and no shares of Raritan Acquiror Preferred Stock issued and outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan Acquiror Common Stock were held in Acquiror’s treasury. No other shares of Acquiror Common Stock or Acquiror Preferred Stock were issued or outstanding as of the Capitalization Date. Since the Capitalization Date and through the date of this Agreement, Acquiror has not (x) issued or authorized the issuance of any shares of Acquiror Common Stock or Acquiror Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Acquiror Common Stock or Acquiror Preferred Stock, except for issuances of Acquiror Common Stock as a result of the exercise of Acquiror Options listed in Section 5.2(b) of Acquiror Disclosure Letter, (y) reserved for issuance any shares of Acquiror Common Stock or Acquiror Preferred Stock or (z) repurchased or redeemed, or authorized the repurchase or redemption of, any shares of Acquiror Common Stock. As of the date of this Agreement, no shares of Acquiror Common Stock or Acquiror Preferred Stock were reserved for issuance, except for (i) an aggregate of 1,055,000 shares of Acquiror Common Stock reserved for issuance upon the exercise of outstanding Acquiror Options, (ii) 645,000 shares of Acquiror Common Stock reserved for issuance pursuant to Acquiror Stock Incentive Plans and not otherwise subject to issuance as provided in clause (i) herein, (iii) up to 41,109,253 shares of Acquiror Common Stock reserved for issuance upon conversion of outstanding warrants to purchase Acquiror Common Stock, and (iv) 18,025,289 shares of Acquiror Common Stock reserved for issuance in connection with the Acquiror Financing Transaction, which includes 5,735,149 shares of Acquiror Common Stock issuable upon exercise under price protection provisions of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plansprior transactions. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Acquiror Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan Neither Acquiror nor any Raritan Subsidiary of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, convertible securities, preemptive rights, redemption rights, stock appreciation rights, stock-based performance units or other similar rights, agreements or commitments or agreements of any character calling for relating to the transfer, purchase or issuance of any shares of the capital stock of Raritan Acquiror or of any of its Subsidiaries or other equity securities of Acquiror or any Raritan Subsidiary of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of such the capital stock of Acquiror or any securities convertible into of its Subsidiaries (including any rights plan or representing the right to purchase agreement) or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesequity-based awards.

Capitalization. The (a) As of January 31, 2021, the authorized capital stock of Raritan consists Camber consisted of 3,500,000 25,000,000 shares of Raritan Camber Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value $0.001 per share ("Raritan Preferred Stock")share. As of the date hereofJanuary 31, 2021, there were 2,373,569 (i) 25,000,000 shares of Raritan Camber Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and ; (ii) no shares of Raritan Camber Common Stock held in treasury; (iii) 38 shares of Camber Common Stock reserved for issuance upon the exercise of warrants or options to purchase shares of Camber Common Stock (“Camber Stock Options”); (iv) 3,983 shares of Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) of Camber; and (v) no other shares of capital stock or other voting securities or equity interests of Camber issued, reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Camber Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Camber may vote. Other than Camber Stock Options (collectively, “Camber Equity Awards”) issued prior to February 15, 2021 as described in this Section 3.2(a), as of February 15, 2021 or set forth in Section 3.2(a) of the Bank consists of 10,000,000 shares of common stockCamber Disclosure Schedule, $2.00 par value and there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Raritan or any Raritan Subsidiary ownership interest in Camber, or any securities representing the right contracts, commitments, understandings or arrangements by which Camber may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in Camber, or that otherwise obligate Camber to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into of the foregoing (collectively, “Camber Securities”). Other than Camber Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or representing in part based on the right to purchase price of any capital stock of Camber or subscribe for any such sharesCamber Subsidiary) are outstanding as of February 15, and there 2021. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which Camber or understandings any Camber Subsidiary is a party with respect to the voting or transfer (including preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts or calls) of Camber Common Stock, capital stock or other voting or equity securities or ownership interests of Camber or granting any such shares.stockholder or other person any registration rights. February 2021 - Agreement and Plan of Merger

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan Banknorth consists of 3,500,000 400,000,000 shares of Raritan Banknorth Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 par value $0.01 per share share, of Banknorth ("Raritan the “Banknorth Preferred Stock"”). As of the date hereofof this Agreement, there were 2,373,569 173,538,386 shares of Raritan Banknorth Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Banknorth Preferred Stock outstanding and 18,735,160 shares of Banknorth Common Stock held in Banknorth’s treasury. No other shares of Banknorth Common Stock or Banknorth Preferred Stock were issued or outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan Banknorth Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted toor Banknorth Preferred Stock were reserved for issuance, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth except for (i) all options which may be exercised an aggregate of 17,545,922 shares of Banknorth Common Stock reserved for issuance upon the exercise of Raritan Common stock options pursuant to Banknorth’s 2003 Equity Incentive Plan, 1996 Equity Incentive Plan and 1995 Stock and Option Plan for Non-employee Directors (the terms upon which the options may be exercised“Banknorth Stock Option Plans”), and (ii) true an aggregate of 1,137,057 shares of Banknorth Common Stock reserved for issuance pursuant to Banknorth’s Employee Stock Purchase Plan and complete copies (iii) an aggregate of each 6,147,658 shares of Banknorth Common Stock reserved for issuance pursuant to an Agreement and Plan of Merger, dated as of June 20, 2004, between Banknorth and BostonFed Bancorp, Inc. (the “BostonFed Merger Agreement”). As of the Raritan Option Plans date of this Agreement, the authorized capital stock of Banknorth Delaware consisted of 1,000 shares of Banknorth Delaware Common Stock, all of which were issued, outstanding and a specimen owned beneficially and of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretorecord by Banknorth. All of the issued and outstanding shares of Raritan Banknorth Capital Stock and of Banknorth Delaware Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock No Subsidiary of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of Banknorth owns any shares of capital stock Banknorth Common Stock (other than shares in trust accounts, managed accounts and the like for the benefit of Raritan customers or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares held in satisfaction of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesa debt previously contracted).

Capitalization. The entire authorized capital stock of Raritan Acquiror consists of 3,500,000 shares of Raritan Common Stock and 2,00,000 15,249,599 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). As share, of the date hereof, there were 2,373,569 which 298,187 shares of Raritan Common Stock are issued and outstandingoutstanding as of September 1, and 214,405 shares issued and held in the treasury, 1999 and no shares of Raritan Preferred Stock outstanding. As Acquiror preferred stock were held in Treasury as of the date hereofSeptember 1, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised1999, and (ii) true and complete copies 29,000,000 Acquiror Shares, of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All 11,562,906 Acquiror Shares were issued and outstanding shares as of Raritan Common StockSeptember 1, 1999 and all no Acquiror Shares were held in treasury on September 1, 1999. All of the issued and outstanding shares of capital stock of each Raritan Subsidiary, Acquiror Shares have been duly authorized and are validly issued, are fully paidpaid and nonassessable, and nonassessablenone have been issued in violation of any preemptive or similar right. The Except as set forth in ss.4(b) of the Acquiror Disclosure Letter, neither Acquiror nor any of its Subsidiaries has any outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Acquiror or any of its Subsidiaries. There are no rights, contracts, commitments or arrangements obligating Acquiror or any of its Subsidiaries to redeem, purchase or acquire, or offer to purchase, redeem or acquire, any outstanding shares of, or any outstanding options, warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, capital stock of Acquiror. The Acquiror Shares to be issued in connection with the Bank consists Merger (including the Acquiror Shares to be issued to the holders of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options Company Shares and the United Acquiror Shares to be issued to holders of Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right Rights to purchase or otherwise receive any shares acquire Company Shares upon the exercise and according to the terms of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such sharesStock Rights) have been duly authorized by all necessary corporate action, and there are no agreements when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to any preemptive rights, and will be issued in compliance with the requirements of the Securities Act and applicable state securities or understandings with respect to voting of any such sharesBlue Sky laws.

Capitalization. The authorized capital stock of Raritan Hanover consists of 3,500,000 200,000,000 shares of Raritan Hanover Common Stock and 2,00,000 3,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan “Hanover Preferred Stock"”). As of January 31, 2007 (the date hereof“Cut-off Time”), there were 2,373,569 (i) 103,992,759 outstanding shares of Raritan Hanover Common Stock (which includes outstanding restricted stock), (ii) 2,533,037 shares of Hanover Common Stock reserved for issuance upon exercise of outstanding Hanover Options and restricted stock units, (iii) no outstanding shares of Hanover Preferred Stock, (iii) 4,369,882 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 4.75% Convertible Senior Notes due 2008, (iv) 9,583,338 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 4.75% Convertible Senior Notes due 2014 and (v) 3,688,654 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 7.25% Convertible Junior Subordinated Notes due 2029. From the Cut-off Time to the date of this Agreement, no additional shares of Hanover Common Stock have been issued (other than pursuant to Hanover Options which were outstanding as of the Cut-off Time and outstandingare included in the number of shares of Hanover Common Stock reserved for issuance upon exercise of outstanding Hanover Options in (ii) above), no additional Hanover Options have been issued or granted, and 214,405 shares issued and held there has been no increase in the treasury, and no number of shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Hanover Common Stock issuable upon exercise of outstanding Raritan the Hanover Options (from the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each number issuable under such Hanover Options as of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoCut-off Time. All such issued and outstanding shares of Raritan Hanover Common StockStock are duly authorized, validly issued, fully paid, nonassessable and all issued and free of preemptive rights. As of the date of this Agreement, except as set forth in this Section 5.3, there are no outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, there are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate Hanover or agreements any of any character calling for the its Subsidiaries to issue, transfer, purchase sell or issuance of register any shares of capital stock or other voting securities of Raritan Hanover or any Raritan Subsidiary of its Subsidiaries. Except for the Convertible Notes, Hanover has no outstanding bonds, debentures, notes or any securities representing other obligations the holders of which have the right to purchase vote (or otherwise receive any shares of such capital stock or any securities which are convertible into or representing exercisable for securities having the right to purchase or subscribe for vote) with the stockholders of Hanover on any such shares, and there are no agreements or understandings with respect to voting of any such sharesmatter.

Capitalization. (a) The authorized capital stock of Raritan Acquiror consists of 3,500,000 (i) 200,000,000 shares of Raritan Acquiror Class A Common Stock, (ii) 20,000,000 shares of Acquiror Class V Common Stock and 2,00,000 (iii) 1,000,000 shares of preferred stock, $.01 par value $0.0001 per share ("Raritan “Acquiror Preferred Stock"”). As of the date hereofof this Agreement, there were 2,373,569 (A) 23,001,250 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Acquiror Class A Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies 5,751,250 shares of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All Acquiror Class V Common Stock are issued and outstanding (which includes 23,001,250 shares that constitute “Offering Shares” as defined in Section 9.1(b) of Raritan Common Stockthe Acquiror Certificate of Incorporation and are subject to Redemption Rights), and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and which are validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan non-assessable and are free and clear of any liensall Liens (other than as set forth in the Organizational Documents of Acquiror or restrictions on transfer under applicable federal and state securities Laws) (collectively, encumbrancesthe “Outstanding Acquiror Shares”), charges(B) no shares of Acquiror Class A Common Stock or Acquiror Class V Common Stock are held in the treasury of Acquiror and (C) 23,725,000 shares of Acquiror Class A Common Stock are reserved for future issuance pursuant to Acquiror Warrants. As of the date of this Agreement, restrictions or there are 23,725,000 Acquiror Warrants issued and outstanding, of which 12,225,000 Acquiror Warrants are Acquiror Private Warrants (collectively, the “Outstanding Acquiror Warrants”). There are no shares of Acquiror Preferred Stock issued and outstanding. Other than 23,725,000 Acquiror Warrants and other than with respect to the conversion and anti-dilution rights of third parties. Except for the Raritan Options and Acquiror Class V Common Stock set forth in Section 4.3(b) of the United Stock OptionAcquiror Certificate of Incorporation, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, there are no options, warrantswarrants or convertible, callsexercisable or exchangeable securities or other rights, agreements, arrangements or commitments or agreements of any character calling for relating to the transfer, purchase issued or issuance unissued capital stock of Acquiror or obligating Acquiror to issue or sell any shares of capital stock of Raritan of, or other interest convertible, exercisable or exchangeable for any equity interest in, Acquiror or any Raritan Subsidiary of its Affiliates (including following the Closing, the Company). Acquiror is not a party to, or otherwise bound by, and has not granted, any equity appreciation rights, participations, phantom equity or similar rights whether direct or indirect. Other than the Acquiror Letter Agreement, the Sponsor Agreement and the OpCo LLC Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of Acquiror Class A Common Stock, Acquiror Class V Common Stock or any of the equity interests or other securities representing of Acquiror. Except for the right Redemption Rights, there are no outstanding contractual obligations of Acquiror to purchase repurchase, redeem or otherwise receive acquire any shares of such capital stock Acquiror Class A Common Stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there Acquiror Class V Common Stock. There are no agreements outstanding contractual obligations of Acquiror to provide funds to, or understandings with respect to voting make any investment (in the form of a loan, capital contribution or otherwise) in, any such sharesPerson.

Capitalization. (a) The authorized capital stock of Raritan TCF consists of 3,500,000 280,000,000 shares of Raritan TCF Common Stock and 2,00,000 30,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan Preferred Stock")share. As of the date hereofJanuary 23, 2019, there were 2,373,569 (i) 163,878,437 shares of Raritan TCF Common Stock issued and outstanding, (ii) 9,635,099 shares of TCF Common Stock held in treasury, (iii) 250,566 shares of TCF Common Stock reserved for issuance upon the settlement of outstanding restricted stock unit awards (assuming achievement of any applicable performance goals at the target level) and 214,405 an additional 125,287 shares of TCF Common Stock assuming achievement of any applicable performance goals at the maximum level, (iv) 2,029,144 shares of restricted TCF Common Stock issued pursuant to the TCF Benefit Plans, (v) 4,769,322 shares of TCF Common Stock reserved in the aggregate for issuance pursuant to future grants under TCF Benefit Plans, (vi) 7,000,000 shares of TCF Preferred Stock issued and held in the treasuryoutstanding, and (vii) no other shares of Raritan Preferred Stock capital stock or other voting securities of TCF issued, reserved for issuance or outstanding. As of Since January 23, 2019 to the date hereof, there were 264,812 shares of Raritan TCF has not issued or become obligated to issue any TCF Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank TCF Preferred Stock other than pursuant to the Raritan Option Plansexercise of TCF Equity Awards previously granted. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan TCF Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of TCF may vote. No trust preferred or subordinated debt securities of TCF are issued or outstanding. Other than TCF Equity Awards, as of the Bank consists date of 10,000,000 shares of common stock, $2.00 par value and this Agreement there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the obligating TCF to issue, transfer, purchase sell, purchase, redeem or issuance otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the TCF Common Stock or other equity interests of TCF. No Subsidiary of TCF owns any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesTCF.

Capitalization. (a) The authorized capital stock of Raritan Maxtor consists of 3,500,000 525,000,000 shares of Raritan Maxtor Common Stock and 2,00,000 95,000,000 shares of preferred stock, $.01 par value $0.01 per share share, of Maxtor ("Raritan the “Maxtor Preferred Stock"”). As of the date hereofclose of business on December 19, 2005 (the “Capitalization Date”), there were 2,373,569 255,792,027 shares of Raritan Maxtor Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Maxtor Preferred Stock outstandingoutstanding and 13,245,738 shares of Maxtor Common Stock held in Maxtor’s treasury. As of the date hereofclose of business on the Capitalization Date, there were 264,812 no shares of Raritan Maxtor Common Stock issuable upon exercise or Maxtor Preferred Stock were reserved or to be made available for future issuance, except for 48,622,569 shares of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan Maxtor Common Stock reserved or the Bank to be made available for future issuance pursuant to the Raritan Option Maxtor Stock Plans. The Raritan Disclosure Schedule sets forth (i) all options which may , 5,525,557 shares of Maxtor Common Stock reserved or to be exercised made available for future issuance under the Maxtor ESPP, up to 11,068,619 shares of Maxtor Common Stock reserved or to be made available for issuance upon conversion of Raritan Maxtor’s 6.80% Convertible Senior Notes due April 30, 2010 (the “6.80% Convertible Notes”) and up to 49,913,502 shares of Maxtor Common Stock and reserved or to be made available for future issuance upon conversion of Maxtor’s 2.375% Convertible Senior Notes due August 15, 2012 (the terms upon which “2.375% Convertible Notes” or together with the options may be exercised6.80% Convertible Notes, and (ii) true and complete copies of each the “Convertible Notes”). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Maxtor Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value and no shares of preferred stock. All except (i) as set forth in Section 4.2(a) of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan Maxtor Disclosure Schedule and are free (ii) as set forth elsewhere in this Section 4.2(a), Maxtor does not have and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transferpurchase, purchase sale or issuance of any shares of capital stock of Raritan Maxtor Common Stock or Maxtor Preferred Stock or any Raritan Subsidiary other equity securities of Maxtor or any securities representing the right to purchase or otherwise receive any shares of Maxtor capital stock (including any rights plan or agreement). Section 4.2(a) of the Maxtor Disclosure Schedule sets forth a true, complete and correct list of (i) the aggregate number of shares of Maxtor Common Stock issuable upon the exercise of each stock option granted under the Maxtor Stock Plans that was outstanding as of the Capitalization Date and the exercise price for each such Maxtor stock option and (ii) the aggregate number of shares of Maxtor Common Stock issuable upon the conversion of each series of debt securities of Maxtor which are convertible into, or exchangeable or exercisable for, shares of Maxtor Common Stock. Since the Capitalization Date, Maxtor has not (i) issued or repurchased any shares of its capital stock or any securities convertible into or representing the right to purchase or subscribe exercisable for any shares of its capital stock (other than (x) as required under the Indentures, or (y) upon the exercise of employee stock options or upon the settlement of restricted stock units awards granted prior to such sharesdate), and there are no agreements or understandings with respect to voting of (ii) issued or awarded any such sharesoptions, restricted shares or other equity-based awards under the Maxtor Stock Plans or otherwise.

Capitalization. (a) The authorized capital stock of Raritan Yadkin consists of 3,500,000 33,333,333 shares of Raritan common stock, of which, as of the date of this Agreement (the “Yadkin Capitalization Date”), 13,728,989 shares of Yadkin Common Stock were issued and 2,00,000 outstanding and 654,997 shares of Non-Voting Common Stock (the “Yadkin Non-Voting Common Stock”), and 1,000,000 shares of preferred stockstock (the “Yadkin Preferred Stock”), of which, as of the Yadkin Capitalization Date, 24,158 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T, no par value, stated liquidation amount $.01 par value 1,000 per share ("Raritan the “Yadkin Series T Preferred Stock"). As of the date hereof, there ”) were 2,373,569 issued and outstanding and 4,247 shares of Raritan Common Stock Fixed Rate Cumulative Perpetual Preferred Stock, Series T-ACB, no par value, stated liquidation amount $1,000 per share, of Yadkin (the “Yadkin Series T-ACB Preferred Stock”) were issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofYadkin Capitalization Date, there were 264,812 no shares of Raritan Yadkin Common Stock issuable upon exercise or Yadkin Preferred Stock were reserved for issuance, except for 51,673 shares of outstanding Raritan Options (the "Option Shares") granted toYadkin Common Stock underlying options currently outstanding; 315,998 shares of Yadkin Common Stock available in connection with future grants of stock options, directors restricted stock and officers of Raritan or the Bank other equity-based awards, in each case reserved for issuance pursuant to the Raritan Option Yadkin Stock Plans; and 654,997 shares of Yadkin Common Stock reserved for issuance in connection with the conversion of the Yadkin Non-Voting Common Stock. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Yadkin Common Stock and the terms upon which Yadkin Preferred Stock are sometimes collectively referred to herein as the options may be exercised, and (ii) true and complete copies of each “Yadkin Capital Stock.” All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Yadkin Capital Stock have been duly authorized and validly issued, issued and are fully paid, non-assessable and nonassessablefree of preemptive rights. The authorized capital stock As of the Bank consists date of 10,000,000 shares this Agreement, no bonds, debentures, notes or other indebtedness of common stock, $2.00 par value and no shares of preferred stockYadkin having the right to vote on any matters on which its shareholders may vote are issued or outstanding. All Except as set forth in Section 3.2(a) of the outstanding shares Yadkin Disclosure Schedule, as of capital stock the date of each Raritan Subsidiary are owned by Raritan this Agreement, except pursuant to this Agreement, including with respect to the Yadkin Stock Plans as set forth herein, Yadkin does not have and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the transfer, purchase or issuance of, or the payment of any amount based on, any shares of capital stock of Raritan Yadkin Capital, or any Raritan Subsidiary other equity securities of Yadkin or any securities representing the right to purchase or otherwise receive any shares of such Yadkin Capital Stock, or other equity securities of Yadkin. As of the date of this Agreement, there are no contractual obligations of Yadkin or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Yadkin or any equity security of Yadkin or its Subsidiaries or any securities convertible into or representing the right to purchase or subscribe for otherwise receive any shares of capital stock or any other equity security of Yadkin or its Subsidiaries or (ii) pursuant to which Yadkin or any of its Subsidiaries is or could be required to register shares of Yadkin capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). The shares of Yadkin Common Stock to be issued pursuant to the Mergers will be duly authorized and validly issued and, at the Effective Time, all such sharesshares will be fully paid, non-assessable and there free of preemptive rights, with no personal liability attaching to the ownership thereof. Other than as set forth on Section 3.2(a) of the Yadkin Disclosure Schedule, no options or other equity-based awards are no agreements outstanding as of the Yadkin Capitalization Date. Except as set forth on Section 3.2(a) of the Yadkin Disclosure Schedule, since December 31, 2012 through the date hereof, Yadkin has not (A) issued or understandings with respect to voting repurchased any shares of Yadkin Capital Stock, or other equity securities of Yadkin or (B) issued or awarded any such sharesoptions, restricted shares or any other equity-based awards under the Yadkin Stock Plans.

Capitalization. (a) The authorized capital stock of Raritan ANNB consists of 3,500,000 (i) 10,000,000 shares of Raritan ANNB Common Stock Stock, of which, as of September 30, 2012, 3,975,471 shares were issued and 2,00,000 outstanding, and (ii) 5,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan share, of which as of the date hereof 4,076 shares designated as “Fixed Rate Cumulative Perpetual Preferred Stock"), Series A” were issued and outstanding. As of the date hereofSeptember 30, there were 2,373,569 2012, no shares of Raritan ANNB Common Stock issued and outstanding, and 214,405 shares issued and were held in the treasury, ANNB treasury and no shares of Raritan the ANNB Series A Preferred Stock outstandingwere held in the ANNB treasury. As of the date hereofSeptember 30, there were 264,812 2012, no shares of Raritan ANNB Common Stock issuable were reserved for issuance except for (i) 417,588 shares of ANNB Common Stock reserved for issuance upon the exercise of outstanding Raritan ANNB Stock Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank ANNB Share Awards issued pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth ANNB Stock Plans (iof which 83,414 shares were subject to outstanding ANNB Stock Options and 43,606 shares were subject to outstanding ANNB Share Awards), (ii) all options which may be exercised 299,706 shares of ANNB Common Stock reserved for issuance of Raritan Common Stock and pursuant to the terms upon which the options may be exercisedANNB Warrant, and (iiiii) true and complete copies 187,028 shares of each ANNB Common Stock reserved for issuance pursuant to the ESPP. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan ANNB Common StockStock have been, and all issued and outstanding shares of capital stock ANNB Common Stock that may be issued upon the exercise of each Raritan Subsidiarythe ANNB Stock Options and the ANNB Warrant will be, have been when issued in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement and the ANNB Stock Plans or as disclosed in Section 3.2 of the ANNB Disclosure Schedule, ANNB does not have, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stockis not bound by, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan ANNB Common Stock or any Raritan Subsidiary other equity securities of ANNB or any securities representing the right to purchase or otherwise receive any shares of ANNB Common Stock. Set forth in Section 3.2 of the ANNB Disclosure Schedule is a true, correct and complete list of (a) each ANNB Stock Option (such capital list to include the ANNB Stock Plan or other arrangement under which such options were issued, the number of shares of ANNB Common Stock subject thereto, the vesting schedule thereof and the exercise prices thereof) and (b) each ANNB Share Award (such list to include the number of shares of ANNB Common Stock subject thereto and the vesting schedule thereof) outstanding under the ANNB Stock Plans or otherwise as of September 30, 2012. Since September 30, 2012 through the date hereof, ANNB has not issued or awarded, or authorized the issuance or award of, any options, restricted stock units or any securities convertible into other equity-based awards under the ANNB Stock Plans or representing otherwise. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to purchase vote on any matters on which shareholders of ANNB may vote are issued or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesoutstanding.

Capitalization. (a) The authorized capital stock of Raritan FNB consists of 3,500,000 500,000,000 shares of Raritan FNB Common Stock Stock, of which, as of June 30, 2016, 210,120,601 shares were issued and 2,00,000 outstanding, and 20,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan the “FNB Preferred Stock"”). As , of which, as of the date hereofof this Agreement, there 110,877 shares were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofJune 30, there were 264,812 2016, 1,286,025 shares of Raritan FNB Common Stock issuable were held in FNB’s treasury. As of June 30, 2016, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 10,562,311 shares of FNB Common Stock reserved for issuance upon exercise of outstanding Raritan Options options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option “FNB Stock Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised”), and (ii) true and complete copies 1,034,533 shares of each FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan FNB Common StockStock have been, and all issued and outstanding shares of capital FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock of each Raritan Subsidiaryplans, have been warrants and other instruments referred to in those clauses, will be duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and free of preemptive rights, and nonassessable. The authorized capital stock of with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for pursuant to this Agreement, the Raritan Options FNB Stock Plans and the United Stock OptionFNB Warrants, neither Raritan nor any Raritan Subsidiary has or FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan FNB Common Stock or any Raritan Subsidiary other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the right to purchase or subscribe for any such sharesMerger have been duly authorized and, when issued and there are no agreements or understandings delivered in accordance with respect to voting the terms of any such sharesthis Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of Raritan HRB consists of 3,500,000 1,000,000,000 shares of Raritan HRB Common Stock and 2,00,000 1,000,000 shares of preferred stock, $.01 no par value per share ("Raritan Preferred Stock")value, of which no shares of preferred stock are issued or outstanding. As of the date hereofof this Agreement, there were 2,373,569 are (i) 171,273,432 shares of Raritan HRB Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and (ii) no shares of Raritan Preferred HRB Common Stock held in treasury, (iii) 3,566,619 shares of HRB Common Stock subject to outstanding compensatory stock options to purchase shares of HRB Common Stock granted by HRB (“HRB Stock Options”), (iv) 1,510,545 shares of HRB Common Stock subject to outstanding restricted stock units in respect of shares of HRB Common Stock granted by HRB (“HRB Restricted Stock Unit Awards”), (v) 757,633 shares of HRB Common Stock subject to outstanding warrants with an exercise price of $0.70 per share of HRB Common Stock (“HRB Warrants”), (vi) 3,783,797 additional shares of HRB Common Stock reserved for issuance pursuant to future HRB Equity Award grants under the HRB Benefit Plans and (vii) no other shares of capital stock or other voting securities of HRB issued, reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan HRB Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of HRB may vote. Except as set forth in Section 4.2(a) of the Bank consists HRB Disclosure Schedule, no trust preferred or subordinated debt securities of 10,000,000 shares HRB are issued or outstanding. Other than HRB Stock Options, HRB Restricted Stock Unit Awards and HRB Warrants, in each case, issued prior to the date of common stockthis Agreement or permitted by this Agreement, $2.00 par value and there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating HRB 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 voting or transfer of the HRB Common Stock or other equity interests of HRB, other than the Voting Agreements and as set forth in Section 4.2(a) of the HRB Disclosure Schedule. Section 4.2(a) of the HRB Disclosure Schedule sets forth a true, correct and complete list of all HRB Stock Options, HRB Restricted Stock Unit Awards and HRB Warrants (collectively, “HRB Equity Awards”) as of the date hereof specifying, on a holder-by-holder basis, as applicable, (A) the name of each holder, (B) the number of shares subject to each such HRB Equity Award and HRB Warrant, (C) the grant date of each such HRB Equity Award, (D) the HRB Benefit Plan under which such HRB Equity Award was granted, (E) the exercise price for each such HRB Equity Award that is a HRB Stock Option and each HRB Warrant, and (F) the expiration date for each such HRB Equity Award that is a HRB Stock Option and each HRB Warrant. Other than the HRB Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan HRB or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there its Subsidiaries) are no agreements or understandings with respect to voting of any such sharesoutstanding.

Capitalization. (a) The authorized capital stock of Raritan SuperMedia consists of 3,500,000 60,000,000 shares of Raritan SuperMedia Common Stock Stock, of which, as of August 17, 2012, 15,666,518 shares were issued and 2,00,000 outstanding and 5,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan Preferred Stock")share, of which, as of the date hereof, no shares were issued and outstanding. As of August 17, 2012, no shares of SuperMedia Common Stock were held in SuperMedia’s treasury. As of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred SuperMedia Common Stock outstandingwere reserved for issuance except for 830,434 shares under the SuperMedia Stock Plans. As of the date hereofAugust 17, there were 264,812 2012 (i) 330,540 SuperMedia Stock Options to acquire shares of Raritan SuperMedia Common Stock issuable upon exercise of were outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth SuperMedia Stock Plans or otherwise, (iii) all options which may be exercised for issuance of Raritan Common 375,202 SuperMedia Restricted Shares were outstanding pursuant to the SuperMedia Stock and the terms upon which the options may be exercisedPlans or otherwise, and (iiiii) true 55,776 SuperMedia Stock Units were outstanding and complete copies of each unsettled pursuant to the SuperMedia Stock Plans or otherwise. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan SuperMedia Common StockStock have been, and all issued and outstanding shares of capital stock SuperMedia Common Stock that may be issued upon the exercise of each Raritan Subsidiarythe SuperMedia Stock Options, have been the vesting of SuperMedia Restricted Shares or the settlement of SuperMedia Stock Units will be, when issued in accordance with the terms thereof, duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock not subject to, or issued in violation of, any purchase option, redemption, call option, right of the Bank consists of 10,000,000 shares of common stockfirst refusal, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of preemptive right, subscription right or any liens, encumbrances, charges, restrictions or rights of third partiessimilar right. Except for pursuant to the Raritan Options SuperMedia Stock Plans, SuperMedia does not have and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan SuperMedia Common Stock or any Raritan Subsidiary other equity securities of SuperMedia or any securities representing the right to purchase or otherwise receive any shares of SuperMedia Common Stock. SuperMedia has provided Dex with a true and complete list of all SuperMedia Stock Options, SuperMedia Restricted Shares, SuperMedia Stock Units, and other equity-based awards outstanding under the SuperMedia Stock Plans or otherwise as of August 17, 2012, the number of shares subject to each such award, the grant date of each such award, the vesting schedule of each such award and the exercise price for each such SuperMedia Stock Option. Since April 9, 2012 through the date hereof, SuperMedia has not issued or awarded, or authorized the issuance or award of, any capital stock, options, restricted stock or any other equity-based awards or other securities convertible into or representing exchangeable for capital stock or other equity interests in SuperMedia under the SuperMedia Stock Plans or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness having the right to purchase vote (or subscribe for convertible into, or exchangeable for, securities having the right to vote) on any such shares, and there are no agreements or understandings with respect to voting of any such sharesmatter on which SuperMedia’s stockholders may vote.

Capitalization. (a) The authorized capital stock of Raritan BancShares as of the date of this Agreement consists of 3,500,000 16,000,000 shares of Raritan BancShares Class A Common Stock, 2,000,000 shares of BancShares Class B Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value $0.01 per share. As of September 30, 2020, there were (i) 8,811,220 shares of BancShares Class A Common Stock issued and outstanding; (ii) 1,005,185 shares of BancShares Class B Common Stock issued and outstanding; (iii) 7,188,780 shares of BancShares Class A Common Stock held in treasury; (iv) 994,815 shares of BancShares Class B Common Stock held in treasury and (v) 345,000 shares of preferred stock which have been designated as BancShares Series A Preferred Stock and are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of Merger Sub Common Stock, of which 1 share is issued and outstanding and owned by FCB. The authorized capital stock of FCB consists of 100,000 shares of common stock, par value $100.00 per share ("Raritan Preferred the “FCB Common Stock"”), of which 96,970 shares are issued and outstanding and owned by BancShares. As of the date hereofof this Agreement, except as set forth in the immediately preceding three sentences, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and are no shares of Raritan Preferred Stock capital stock or other voting securities or equity interests of BancShares, Merger Sub, or FCB issued, reserved for issuance or outstanding. As of All the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan BancShares Common Stock, BancShares Series A Preferred Stock, Merger Sub Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, FCB Common Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of BancShares is current on all dividends payable on the outstanding shares of capital stock BancShares’ preferred stock, and has complied in all material respects with terms and conditions thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of each Raritan Subsidiary BancShares, FCB or Merger Sub may vote. As of the date of this Agreement there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for to which the transferBancShares Parties or their Subsidiaries are a party relating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Raritan or any Raritan Subsidiary ownership interest in the applicable BancShares Party, or any securities representing the right contracts, commitments, understandings or arrangements by which a BancShares Party may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in the applicable BancShares Party or that otherwise obligate the applicable BancShares Party to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into or representing of the right to purchase or subscribe for any such sharesforegoing (collectively, “BancShares Securities”, and there any of the foregoing in respect of Subsidiaries of the BancShares Parties, collectively, “BancShares Subsidiary Securities”). No equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of a BancShares Party or any of their Subsidiaries) are outstanding. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which a BancShares Party or understandings any of their Subsidiaries is a party with respect to the voting or transfer of BancShares Common Stock, Merger Sub Common Stock, FCB Common Stock, capital stock or other voting or equity securities or ownership interests of the applicable BancShares Party or granting any such sharesstockholder or shareholder or other person any registration rights in the applicable BancShares Party.

Capitalization. (a) The authorized capital stock of Raritan Crompton consists of 3,500,000 500,000,000 shares of Raritan Crompton Common Stock and 2,00,000 250,000 shares of preferred stock, $.01 par value $0.10 per share share, of Crompton ("Raritan Crompton Preferred Stock"). As At the close of the date hereofbusiness on March 7, there were 2,373,569 2005, (i) 119,152,254 shares of Raritan Crompton Common Stock were issued and outstanding, and 214,405 (ii) 1,905,737 shares issued and of Crompton Common Stock were held by Crompton in the its treasury, (iii) 17,438,398 shares of Crompton Common Stock were reserved for issuance under Crompton's 1988 Long-Term Incentive Plan, 1993 Stock Option Plan, 1998 Long-Term Incentive Plan, 2001 Employee Stock Option Plan and Employee Stock Purchase Plan (collectively, the "Crompton Stock Plans") (of which 12,983,579 shares of Crompton Common Stock were subject to outstanding options to acquire Crompton Common Stock (the "Crompton Stock Options") granted under the Crompton Stock Plans), (iv) no shares of Raritan Crompton Common Stock were owned by any Subsidiary of Crompton, (v) no shares of Crompton Preferred Stock outstanding. As of the date hereof, there were 264,812 issued or outstanding and (vi) 150,000 shares of Raritan Common Crompton Preferred Stock issuable upon exercise of outstanding Raritan Options designated as Series A Junior Participating Preferred Stock (the "Option SharesCrompton Participating Preferred Stock") granted to, directors and officers were reserved for issuance in connection with the rights to purchase shares of Raritan or Crompton Participating Preferred Stock (the Bank "Crompton Rights") issued pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth rights agreement, dated as of September 2, 1999 (i) all options which may be exercised for issuance of Raritan Common Stock the "Crompton Rights Agreement"), between Crompton and the terms upon which the options may be exercisedChaseMellon Shareholder Services, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was grantedL.C.C., including a list of each outstanding stock option issued pursuant theretoas rights agent. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan SubsidiaryCrompton are, have been and all shares which may be issued (including shares of Crompton Common Stock to be issued in accordance with this Agreement) will be, when issued, duly authorized and authorized, validly issued, are fully paidpaid and nonassessable and not subject to preemptive rights. Crompton has made available to Great Lakes a true and complete list of all Crompton Stock Options or other rights to purchase or receive shares of Crompton Common Stock granted under the Crompton Stock Plans or otherwise by Crompton or any of its Subsidiaries outstanding as of March 8, 2005, the number of shares of Crompton Common Stock subject thereto, expiration dates and nonassessable. The authorized capital stock exercise prices thereof and the names of the Bank consists holders thereof. Except as set forth above in this Section 4.2(a), at the close of 10,000,000 shares of common stockbusiness on March 8, $2.00 par value and 2005, no shares of preferred stock. All of the outstanding shares of capital stock or other voting securities of each Raritan Subsidiary are owned by Raritan and are free and clear of any liensCrompton were issued, encumbrances, charges, restrictions reserved for issuance or rights of third partiesoutstanding. Except for the Raritan Options and the United Stock Optionas set forth above in this Section 4.2(a), neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements outstanding stock appreciation rights, rights to receive shares of Crompton Common Stock on a deferred basis or understandings with respect other rights that are linked to voting the value of Crompton Common Stock granted under the Crompton Stock Plans or otherwise by Crompton or any such sharesof its Subsidiaries.

Capitalization. (a) The authorized capital stock of Raritan Showboat consists of 3,500,000 50,000,000 shares of Raritan Showboat Common Stock and 2,00,000 1,000,000 shares of preferred stock, $.01 1.00 par value per share ("Raritan Showboat Preferred Stock"). As of the date hereof, there were 2,373,569 (i) 16,228,620 shares of Raritan Showboat Common Stock were issued and outstanding, all of which are validly issued, fully paid and 214,405 nonassessable, (ii) 137,070 shares issued and of Showboat Common Stock were held in the treasurytreasury of Showboat or by Subsidiaries of Showboat, and (iii) no shares of Raritan Showboat Preferred Stock are issued and outstanding. Section 3.2(a) of the Showboat Disclosure Schedule sets forth the number of shares of Showboat Common Stock reserved for issuance upon exercise of Options granted and outstanding as of the date hereof and the Showboat Stock Option Plans and shares reserved for issuance in connection with Showboat's employee stock purchase plans (the "Showboat Stock Purchase Plans," and together with the Showboat Stock Option Plans, the "Showboat Stock Plans"). Section 3.2(a) of the Showboat Disclosure Schedule also sets forth, for each Showboat Stock Option Plan, the dates on which Options under such plan were granted, the number of Options granted on each such date and the exercise price thereof. Since September 30, 1997, Showboat has not made any grants under any of the Showboat Stock Plans. As of the date hereofof this Agreement, there were 264,812 Showboat has not granted any SARs or any other contractual rights the value of which is derived from the financial performance of Showboat or the value of shares of Raritan Showboat Common Stock issuable upon Stock, except for 640,000 SARs granted to employees of Showboat at an exercise price of outstanding Raritan Options ($24.58, prior to the "Option Shares") granted to, directors and officers date of Raritan or the Bank this Agreement pursuant to the Raritan Option PlansShowboat Stock Appreciation Rights Plan. The Raritan Except as disclosed in Section 3.2(a) of the Showboat Disclosure Schedule sets forth (i) all options which may be exercised for issuance Schedule, there are no obligations, contingent or otherwise, of Raritan Showboat or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Showboat Common Stock and or the terms upon which capital stock or ownership interests of any Subsidiary or to provide funds to or make any material investment (in the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which a loan, capital contribution or otherwise) in any outstanding stock option was granted, including a list such Subsidiary or any other entity other than guarantees of each outstanding stock option issued pursuant thereto. All issued and outstanding shares bank obligations or indebtedness for borrowed money of Raritan Common Stock, and all issued and outstanding shares Subsidiaries entered into in the ordinary course of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stockbusiness. All of the outstanding shares of capital stock (including shares which may be issued upon exercise of outstanding options) or other ownership interests of each Raritan Subsidiary of Showboat's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in Section 3.2 of the Showboat Disclosure Schedule, all such shares and ownership interests are owned by Raritan and are Showboat or another Subsidiary of Showboat free and clear of any all security interests, liens, encumbrancesclaims, chargespledges, agreements, limitations on Showboat's voting rights, charges or other encumbrances or restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements on transfer of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesnature.

Capitalization. (a) The authorized capital stock of Raritan NCBC consists of 3,500,000 (i) 175,000,000 shares of Raritan NCBC Common Stock Stock, of which, as of March 13, 2000, 108,179,637 shares were issued and 2,00,000 outstanding and (ii) 5,000,000 shares of preferred stock, $.01 no par value per share (the "Raritan NCBC Preferred Stock" and, together with the NCBC Common Stock, the "NCBC Capital Stock"). As , of which, as of the date hereof, there were 2,373,569 no shares of Raritan Common Stock are issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan NCBC Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 this Agreement, except pursuant to the terms of (i) the NCBC Option Agreement, (ii) options to acquire 5,529,423 shares of NCBC Common Stock issued pursuant to employee and director stock plans of NCBC in effect as of the date hereof (the "NCBC Stock Plans"), (iii) options to acquire up to a maximum of 152,569 shares of NCBC Common Stock that may be issued to holders of options to acquire shares of common stockstock of Piedmont Bancorp, $2.00 par value Inc. ("Piedmont") in the event of consummation of a merger (the "Piedmont Merger") of Piedmont into NCBC pursuant to an Agreement and no Plan of Reorganization dated as of December 27, 1999 between NCBC and Piedmont (the "Piedmont Merger Agreement") and (iv) the obligation to issue a maximum of 1,514,108 shares of preferred stock. All NCBC Common Stock to shareholders of Piedmont pursuant to the Piedmont Merger Agreement (subject to the satisfaction or waiver of conditions stated in the Piedmont Merger Agreement) in the event of consummation of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan Piedmont Merger, NCBC does not have and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan NCBC Capital Stock or any Raritan Subsidiary other equity securities of NCBC or any securities representing the right to purchase or otherwise receive any shares of such capital NCBC Capital Stock (collectively, including the items contemplated by clauses (i) through (iii) of this sentence, the "NCBC Rights"). As of the date hereof, no shares of NCBC Capital Stock were reserved for issuance, except for 21,527,748 shares of NCBC Common Stock reserved for issuance upon exercise of the NCBC Option Agreement, shares of NCBC Common Stock reserved for issuance in connection with the NCBC Dividend Reinvestment Plan (the "NCBC DRIP"), and 5,712,771 shares of NCBC Common Stock reserved for issuance upon the exercise of stock options pursuant to the NCBC Stock Plans. Since December 31, 1999, NCBC has not issued any shares of NCBC Capital Stock or any securities convertible into or representing exercisable for any shares of NCBC Capital Stock, other than as would be permitted by Section 5.2(b) hereof and pursuant to the right NCBC Option Agreement. NCBC has previously provided CCB with a list of the option holders, the date of each option to purchase or subscribe for any NCBC Common Stock granted, the number of shares subject to each such sharesoption, the expiration date of each such option and there are the price at which each such option may be exercised under an applicable NCBC Stock Plan. In no agreements or understandings with respect event will the aggregate number of shares of NCBC Common Stock outstanding at the Effective Time (including all shares of NCBC Common Stock subject to voting then-outstanding NCBC Rights other than the NCBC Option Agreement) exceed the number specified in Section 3.2(a) of any such sharesthe NCBC Disclosure Schedule.

Capitalization. (a) The authorized capital stock of Raritan Moon consists of 3,500,000 400,000,000 shares of Raritan Moon Common Stock and 2,00,000 25,000,000 shares of preferred stock, $.01 par value $1.00 per share ("Raritan “Moon Preferred Stock"”). As of the date hereofDecember 15, 2017, there were 2,373,569 (i) 284,026,820 outstanding shares of Raritan Moon Common Stock and 8,499,021 shares of Moon Common Stock held in the treasury of Moon, (ii) 5,533,629 shares of Moon Common Stock reserved for issuance under employee benefits or stock and incentive plans of Moon, (iii) no shares of Moon Preferred Stock issued or outstanding, (iv) 5,073,877 shares of Moon Common Stock reserved for issuance under outstanding restricted stock unit awards (“Moon Restricted Stock Unit Awards”) granted under Moon’s equity incentive plans (collectively, the “Moon Stock Plan”), (v) 3,592,994 shares of Moon Common Stock reserved for issuance under performance-based restricted stock unit awards, including performance units and performance shares, granted under any Moon Stock Plan (“Moon Performance Unit Awards”), (vi) 1,635,622 shares of Moon Common Stock reserved for issuance under all options to acquire shares of Moon Common Stock (“Moon Options”) and (vii) no other shares of capital stock or other voting securities of Moon were issued, reserved for issuance or outstanding. From such date through the date of this Agreement, Moon has not issued any shares of capital stock or voting securities of, or other equity interests in, Moon, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, Moon, other than Moon Common Stock issued pursuant to the exercise of Moon Options or settlement of Moon Restricted Stock Unit Awards or Moon Performance Unit Awards outstanding on such date. The shares of Moon Common Stock to be issued in connection with the Combination, when issued in accordance with this Agreement, will be duly authorized and outstanding, and 214,405 shares validly issued and held in will be fully paid and nonassessable. There are (1) no outstanding options, warrants or other rights to acquire from Moon any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, capital stock, voting securities or ownership interests in, Moon and (2) no outstanding preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the treasurycapital stock of Moon, and no shares obligating Moon to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for capital stock, voting securities or other ownership interests in, Moon or obligating Moon to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment. Except as required by the terms of Raritan Preferred any Moon Options, Moon Restricted Stock outstanding. As Unit Awards or Moon Performance Unit Awards outstanding as of the date hereofof this Agreement or issued as permitted by Section 7.2, there were 264,812 are no outstanding obligations of Moon or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Raritan Moon Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plansother Moon securities. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Moon Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, paid and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.

Capitalization. (a) The authorized capital stock of Raritan Bancorp consists of 3,500,000 (i) 250,000,000 shares of Raritan Bancorp Common Stock Stock, of which as of December 31, 1995, 150,592,468 shares were issued and 2,00,000 outstanding and (ii) 50,000,000 shares of preferred stockPreferred Stock, $.01 no par value per share ("Raritan Bancorp Preferred Stock"). As , of the date hereofwhich as of December 31, there 1995, 6,000,000 shares designated as Series A were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Bancorp Common Stock, Stock and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Bancorp Preferred Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 this Agreement, except for shares of common stockBancorp Common Stock reserved for issuance pursuant to the Bancorp Benefit Plans (as defined below), $2.00 par value and no shares of preferred stock. All of (iii) Bancorp's dividend reinvestment and stock purchase plan (the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan "Bancorp DRIP"), Bancorp does not have and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Bancorp Common Stock or Bancorp Preferred Stock or any Raritan Subsidiary other equity securities of Bancorp or any securities representing the right to purchase or otherwise receive any shares of such Bancorp Common Stock or Bancorp Preferred Stock. As of December 31, 1995, 12,277,723 shares of Bancorp Common Stock were reserved for issuance pursuant to the Bancorp DRIP and Bancorp Benefit Plans and no shares of Bancorp Preferred Stock were reserved for issuance. As of the date of this Agreement, since December 31, 1995, Bancorp has not issued any shares of its capital stock or any securities convertible into or representing the right to purchase or subscribe exercisable for any shares of its capital stock, other than pursuant to (i) the exercise of employee stock options granted prior to such sharesdate, (ii) the Bancorp Option Agreement, (iii) the Bancorp DRIP, (iv) the Bancorp Employee Investment Plan, and there are (v) the grant of options to non-employee directors. The shares of Bancorp Capital Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no agreements or understandings with respect personal liability attaching to voting of any such sharesthe ownership thereof.

Capitalization. (i) The authorized capital stock of Raritan Valero consists of 3,500,000 (A) 150,000,000 shares of Raritan Valero Common Stock (each of which includes one Valero Right), of which, as of March 31, 2001, 61,016,165 shares were issued and 2,00,000 outstanding and 1,295,001 shares were held in treasury and (B) 20,000,000 shares of preferred stock, $.01 par value $0.01 per share share, of Valero (the "Raritan Valero Preferred Stock," together with the Valero Common Stock, the "Valero Capital Stock"), of which no shares are issued and outstanding. From January 31, 2001 to the date of this Agreement, no shares of Valero Capital Stock have been issued except pursuant to employee and director stock plans of Valero in effect as of the date hereof (the "Valero Stock Plans"). All of the issued and outstanding shares of Valero Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date hereofof this Agreement, there were 2,373,569 except pursuant to the terms of options and stock issued pursuant to Valero Stock Plans and pursuant to the Valero Rights, Valero does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Raritan Common Valero Capital Stock issued and outstandingor any other equity securities of Valero or any securities representing the right to purchase or otherwise receive any shares of Valero Capital Stock. As of March 31, and 214,405 shares issued and held in the treasury2001, and no shares of Raritan Preferred Valero Capital Stock outstanding. As of the date hereofwere reserved for issuance, there were 264,812 except for shares of Raritan Valero Common Stock issuable reserved for issuance upon the exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank stock options pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised Valero Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the Valero 2000 10-K and 1,500,000 shares of Junior Participating Preferred Stock, Series I, reserved for issuance in connection with the Valero Rights Agreement. Valero has no Voting Debt issued or outstanding. Except for immaterial amounts of Raritan Common Stock and the terms upon which the options may be exerciseddirectors' qualifying shares in foreign Subsidiaries of Valero, and (ii) true and complete copies of each Valero owns, directly or indirectly, all of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock or other equity ownership interests of each Raritan SubsidiarySubsidiary of Valero, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liensLiens, encumbrancesand all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, chargesnonassessable and free of preemptive rights, restrictions or rights with no personal liability attaching to the ownership thereof. No Subsidiary of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary Valero has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any other equity security of such shares, and there are no agreements or understandings with respect to voting of any such sharesSubsidiary.

Capitalization. The authorized capital stock of Raritan consists of 3,500,000 shares of Raritan Common Stock and 2,00,000 beneficial interest of Kranzco consist of 100,000,000 shares of preferred stockbeneficial interest, $.01 par value per share ("Raritan Preferred Stock")share. As of the date hereofNovember 30, there were 2,373,569 shares of Raritan Common Stock 1999, Kranzco had issued and outstanding, : 10,562,832 Kranzco Common Shares; 11,155 Kranzco Series A-1 Preferred Shares; 274,029 Kranzco Series B-1 Preferred Shares; 909,248 Kranzco Series B-2 Preferred Shares; and 214,405 shares issued and held in the treasury, and no 1,800,000 Kranzco Series D Preferred Shares. No other shares of Raritan Kranzco Preferred Stock Shares are authorized, issued or outstanding except Kranzco has authorized 140,000 Kranzco Series E Preferred Shares, none of which is issued or outstanding. Except for Kranzco Preferred Shares and Kramont Options (as defined below), Kranzco has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the holders of Kranzco Common Shares on any matter. As of the date hereofused in this Agreement, there were 264,812 "Kramont Options" means options to purchase shares of Raritan Kranzco Common Stock issuable upon exercise of Shares outstanding Raritan Options (the "under Kranzco's 1992 Employee Share Option Shares") granted toPlan, directors and officers of Raritan 1992 Trustee Share Option Plan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto1995 Incentive Plan. All such issued and outstanding shares of Raritan Kranzco Common StockShares and Kranzco Preferred Shares are duly authorized, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and nonassessablefree of preemptive rights, except that shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Kranzco. The authorized capital stock There are not at the date of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of this Agreement any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Kranzco or agreements any of any character calling for the transferKranzco Subsidiaries to issue, purchase transfer or issuance of sell any shares of capital stock of Raritan Kranzco or any Raritan Subsidiary or any securities representing of the Kranzco Subsidiaries other than the issuance by Kranzco (i) of Kranzco Common Shares issuable upon the conversion of Kranzco Preferred Shares, (ii) of Kranzco Common Shares issuable upon exercise of share options issued to employees and trustees and (iii) of preferred stock purchase rights (each a "Kranzco Right" and collectively, the "Kranzco Rights") to the holders of Kranzco Common Shares issuable pursuant to a right to purchase or otherwise receive any shares Kranzco Common Shares pursuant to that certain Rights Agreement, dated November 10, 1998, between Kranzco and First Union National Bank, as rights agent. As of such capital stock or any securities November 30, 1999 (i) the Kranzco Series A-1 Preferred Shares would be convertible into 500,000 Kranzco Common Shares, (ii) the Kranzco Series B-1 Preferred Shares and the Kranzco Series B-2 Preferred Shares would be convertible into 1,582,979 Kranzco Common Shares in the aggregate, and (iii) 928,750 Kranzco Common Shares are issuable upon the exercise of share options issuable to employees and trustees. Kranzco has paid all declared and unpaid dividends on the Kranzco Preferred Shares through November 30, 1999. Section 6.3 of the Kranzco Disclosure Letter sets forth the names of the holders, number of shares underlying and exercise price of each outstanding Kramont Option and the names of the holders of restricted shares, number of restricted shares held and the vesting schedule and other restrictions for such restricted shares. There are no agreements or representing understandings to which Kranzco is a party with respect to the right to purchase voting of any of Kranzco Common Shares or subscribe for which restrict the transfer of any such shares, and there are no nor does Kranzco have knowledge of any such agreements or understandings with respect to the voting of any such sharesshares or which restrict the transfer of any such shares other than those set forth in the Declaration of Trust with respect to the maintenance of Kranzco as a REIT and the share ownership limits set forth therein and the CV Voting Agreements. There are no outstanding contractual obligations of Kranzco to repurchase, redeem or otherwise acquire any Kranzco Common Shares or any other securities of Kranzco. Kranzco is not under any obligation, contingent or otherwise, by reason of any agreement to register any of its or any Kranzco Subsidiary's securities under the Securities Act.

Capitalization. (a) The authorized capital stock of Raritan Susquehanna consists of 3,500,000 400,000,000 shares of Raritan Susquehanna Common Stock Stock, par value $2.00 per share, and 2,00,000 5,000,000 shares of preferred stock, $.01 without par value per share ("Raritan Preferred Stock"). As value, of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and which no shares of Raritan Preferred Stock preferred stock are issued or outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan capital stock or other voting securities of Susquehanna are issued, reserved for issuance or outstanding, other than (i) 181,645,654 shares of Susquehanna Common Stock issuable issued and 181,276,704 shares of Xxxxxxxxxxx Xxxxxx Stock outstanding, which number includes 9,832 shares of Susquehanna Common Stock granted in respect of outstanding Susquehanna Restricted Stock Awards, (ii) 368,950 shares of Susquehanna Common Stock held in treasury, (iii) 3,636,999 shares of Susquehanna Common Stock reserved for issuance upon the exercise of outstanding Raritan Susquehanna Stock Options and (the "Option Shares"iv) granted to, directors and officers 1,430,558 shares of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised Susquehanna Common Stock reserved for issuance upon the settlement of Raritan outstanding Susquehanna Restricted Stock Unit Awards (of which, 838,810 shares of Susquehanna Common Stock and the terms upon which the options may be exercisedare subject to Susquehanna Restricted Stock Unit Awards subject to a specified level of performance, and (ii) true and complete copies of each assuming maximum performance). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Susquehanna Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Susquehanna may vote are issued or outstanding. Except as set forth in Section 3.2(a) of the Bank consists of 10,000,000 shares of common stockSusquehanna Disclosure Schedule, $2.00 par value and no shares of preferred stock. All as of the outstanding shares date of capital stock this Agreement, no trust preferred or subordinated debt securities of Susquehanna are issued or outstanding. Other than the Susquehanna Equity Awards, in each Raritan Subsidiary case, issued prior to the date of this Agreement, there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the obligating Susquehanna to issue, transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase sell, purchase, redeem or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for acquire any such shares, and there are no agreements or understandings with respect to voting of any such sharessecurities.

Capitalization. The authorized capital stock of Raritan NEWBRIDGE consists of 3,500,000 shares an unlimited number of Raritan NEWBRIDGE Common Stock Shares and 2,00,000 shares an unlimited number of preferred stockNEWBRIDGE Preferred Shares, $.01 par value per share ("Raritan issuable in Series, including the Series A NEWBRIDGE Preferred Stock")Shares. As of the date hereof, there were 2,373,569 shares of Raritan are 181,824,826 NEWBRIDGE Common Stock Shares (and no more) and no NEWBRIDGE Preferred Shares issued and outstanding. In addition, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of as at the date hereof, options to acquire an aggregate of not more than 32,916,053 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Stock Option Plan, rights to acquire not more than 7,500 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Employee Stock Purchase Plan and rights to acquire 285,000 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Warrants (and, in each case, no more). No awards have been or will be made under the NEWBRIDGE Key Employee Executive Plan. Except as described in the preceding sentences of this Section 3.1(b) and in Section 3.1(a), there were 264,812 are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating NEWBRIDGE or any NEWBRIDGE Material Subsidiary to issue or sell any shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan NEWBRIDGE or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each any of the Raritan Option Plans and a specimen NEWBRIDGE Material Subsidiaries or securities or obligations of each form any kind convertible into or exchangeable for any shares of agreement pursuant to which NEWBRIDGE or any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoNEWBRIDGE Material Subsidiary. All issued and outstanding shares of Raritan NEWBRIDGE Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Shares have been duly authorized and are validly issuedissued and outstanding as fully paid and non-assessable shares, are fully paid, and nonassessable. The authorized capital stock free of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiespre-emptive rights. Except for as described in the Raritan Options and the United Stock Optionpreceding sentences of this Section 3.1(b), neither Raritan nor any Raritan Subsidiary has there are no outstanding bonds, debentures or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements other evidences of any character calling for the transfer, purchase or issuance indebtedness of any shares of capital stock of Raritan NEWBRIDGE or any Raritan Subsidiary or any securities representing subsidiary having the right to purchase vote (or otherwise receive any shares of such capital stock that are convertible for or any exercisable into securities convertible into or representing having the right to purchase or subscribe for vote) with the holders of the NEWBRIDGE Common Shares on any such sharesmatter. Except as has been set forth in writing by NEWBRIDGE to ALCATEL in a form acceptable to ALCATEL, and there are no agreements outstanding contractual obligations of NEWBRIDGE or understandings any of the NEWBRIDGE Material Subsidiaries to repurchase, redeem or otherwise acquire any of its outstanding securities or with respect to the voting or disposition of any such sharesoutstanding securities of any of the NEWBRIDGE Material Subsidiaries.

Capitalization. (a) The authorized capital stock of Raritan CBI consists of 3,500,000 16,000,000 shares of Raritan CBI Common Stock and 2,00,000 2,000,000 shares of preferred stock, $.01 no par value per share ("Raritan Preferred Stock")share. As At the close of the date hereofbusiness on December 31, 1995, there were 2,373,569 10,060,685 shares of Raritan CBI Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, outstanding and no shares of Raritan Preferred Stock CBI preferred stock outstanding. As On December 31, 1995, no shares of CBI Common Stock or CBI preferred stock were reserved for issuance, except that (i) 305,846 shares of CBI Common Stock were reserved for issuance pursuant to CBI's dividend reinvestment and stock purchase plan (the "CBI DRIP"), (ii) 2,125,110 shares of CBI Common Stock were reserved for issuance upon the exercise of stock options pursuant to the 1990 Stock Incentive Plan and the Directors Stock Option Plan (the "CBI Stock Plans"), (iii) 400,000 shares of CBI Series A junior participating preferred stock, no par value, were reserved for issuance upon exercise of the date hereofrights (the "CBI Rights") distributed to holders of CBI Common Stock pursuant to the Rights Agreement, there were 264,812 dated as of June 30, 1995, between CBI and First Interstate Bank of California, as Rights Agent (the "CBI Rights Agreement"), and (iv) the shares of Raritan CBI Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan CBI Option PlansAgreement. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan CBI Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock free of preemptive rights with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for the Raritan Options as stated above, CBI does not have and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital CBI Common Stock or CBI preferred stock of Raritan or any Raritan Subsidiary other equity securities of CBI or any securities representing the right to purchase or otherwise receive any shares of CBI Common Stock or CBI preferred stock. CBI has previously provided Bancorp with a list of the option holders, the date of each option to purchase CBI Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the CBI Stock Plans. As reflected on such list, options for 677,555 shares were outstanding at December 31, 1995, all of which will be exercisable prior to the Effective Time in accordance with their terms. Since December 31, 1995, CBI has not issued any shares of its capital stock or any securities convertible into or representing the right to purchase or subscribe exercisable for any such sharesshares of its capital stock, and there are no agreements or understandings with respect other than pursuant to voting the exercise of any such sharesemployee stock options.

Capitalization. (a) The authorized capital stock of Raritan Vitalink consists of 3,500,000 30,000,000 shares of Raritan Vitalink Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value per share Preferred Stock (the "Raritan Vitalink Preferred Stock"). As of the date hereofAugust 26, 1996, there were 2,373,569 13,979,700 shares of Raritan Vitalink Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Vitalink Preferred Stock outstandingoutstanding and no shares of Vitalink Common Stock were held in Vitalink's treasury; and except for shares which were reserved for issuance and which may have been issued pursuant to the following sentence there have been no issuances of capital stock of Vitalink since August 26, 1996. As of the date hereofAugust 26, there were 264,812 1996, 1,070,300 shares of Raritan Vitalink Common Stock issuable were reserved for issuance upon the exercise of outstanding options and options (the "Vitalink Options") which may be granted under the stock option plans of Vitalink (the "Vitalink Option Plans"), 100,000 shares of Vitalink Common Stock were reserved for issuance to four former shareholders of an acquired business, and no other shares of Vitalink Common Stock are reserved for any purpose. Except for the Vitalink Common Stock reserved for issuance upon exercise of the Vitalink Options and as contemplated by this Agreement, there are not any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating Vitalink to issue, transfer or sell any shares of capital stock of Vitalink or any of its Subsidiaries or any other securities convertible into or evidencing the right to subscribe for any such shares. There are no outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant stock appreciation rights with respect to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance capital stock of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies Vitalink or any of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoits Subsidiaries. All issued and outstanding shares of Raritan Vitalink Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been Stock are duly authorized and validly issued, fully paid and nonassessable and have not been issued in violation of (nor are fully paid, and nonassessable. The authorized capital stock any of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding authorized shares of capital stock of, or other equity interests in, Vitalink subject to) any preemptive or similar rights created by statute, the Certificate of each Raritan Subsidiary Incorporation or By-Laws of Vitalink or any agreement to which Vitalink is a party or bound. The Vitalink Common Stock to be issued in accordance with Section 2.01 of this Agreement, when so issued, will be duly authorized and validly issued, fully paid and nonassessable. (b) There are owned by Raritan and are free and clear no obligations, contingent or otherwise, of any liensVitalink to (i) repurchase, encumbrances, charges, restrictions redeem or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of otherwise acquire any shares of capital stock of Raritan Vitalink Common Stock; or (ii) provide funds to, or make any Raritan Subsidiary or any securities representing investment in (in the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.form B-14

Capitalization. The authorized capital stock of Raritan PMCT consists of 3,500,000 100,000,000 shares of Raritan beneficial interest, which may consist of PMCT Common Stock and 2,00,000 shares Shares or such other types of preferred stockclasses of securities as PMCT's Board of Trust Managers may, $.01 par value per share ("Raritan Preferred Stock")from time to time, create. As of the date hereofJune 3, 1998, (a) there were 2,373,569 6,509,231 shares of Raritan PMCT Common Stock Shares issued and outstanding, outstanding and 214,405 shares issued and held in the treasury, and (b) no shares of Raritan Preferred Stock outstandingPMCT Common Shares were held by PMCT in its treasury. As PMCT has no outstanding bonds, debentures, notes or other obligations the holders of which have the date hereof, there were 264,812 shares right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which PMCT on any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretomatter. All such issued and outstanding shares of Raritan PMCT Common StockShares are duly authorized, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and nonassessable. The authorized capital stock free of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiespreemptive rights. Except for as set forth on Schedule 7.3 hereto, there are not at the Raritan Options and the United Stock Option, neither Raritan nor date of this Agreement any Raritan Subsidiary has or is bound by any outstanding subscriptions, existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate PMCT or agreements any of any character calling for the transferPMCT Subsidiaries to issue, purchase transfer or issuance of sell any shares of capital stock or other equity interest of Raritan PMCT or any Raritan Subsidiary or any securities representing of the right PMCT Subsidiaries, other than the issuance, by PMCT of up to purchase or otherwise receive any shares 95,021 PMCT Common Shares upon the exercise of such capital stock or any securities convertible into or representing the right options issued to purchase or subscribe for any such shares, employees and there trust managers. There are no agreements or understandings to which PMCT is a party with respect to the voting of any shares of PMCT Common Shares or which restrict the transfer of any such shares, except in order to protect its REIT status. There are no bonds, debentures, notes or other indebtedness of PMCT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of PMCT may vote. There are no outstanding contractual obligations of PMCT or any of the PMCT Subsidiaries to repurchase, redeem or otherwise acquire any shares of PMCT or any capital stock, voting securities or other securities or other ownership interests in any of the PMCT Subsidiaries or make any material investment (in the form of a loan, capital contribution or otherwise) in any person (other than one of the PMCT Subsidiaries).

Capitalization. The authorized capital stock of Raritan consists of 3,500,000 shares of Raritan Common Stock and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). a) As of the date hereof, there were 2,373,569 the authorized shares of Raritan capital stock of Marigold consist solely of (i) 5,000,000 Marigold Preferred Shares, and (ii) 95,000,000 Marigold Common Shares, consisting of (A) 80,000,000 shares of Marigold Common Stock; and (B) 15,000,000 shares of Marigold Class B Common Stock. As of the close of business on September 3, 2015 (the “Capitalization Date”) 37,634,962 shares of Marigold Common Stock were issued and outstanding, and 214,405 6,961,816 shares of Marigold Class B Common Stock were issued and held in the treasury, outstanding and no Marigold Preferred Shares were issued or outstanding. From the close of business on the Capitalization Date through the date hereof, there have been no issuances of Marigold Common Shares or Marigold Preferred Shares other than (i) issuances of shares of Raritan Preferred Marigold Common Stock outstandingupon the conversion of shares of Marigold Class B Common Stock, or (ii) issuances of shares of Marigold Common Stock pursuant to the exercise or settlement of Marigold Equity Grants outstanding as of the Capitalization Date. As of the date hereofof this Agreement, there were 264,812 24,433,023 shares of Raritan Marigold Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted toare held in Marigold’s treasury and no other shares are owned, directors and officers of Raritan directly or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercisedindirectly, and (ii) true and complete copies of each by Marigold or any of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoMarigold Subsidiaries. All of the issued and outstanding shares of Raritan Marigold Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Shares have been duly authorized and validly issued, are fully paid, nonassessable, and nonassessablefree of preemptive rights, and have been issued in compliance with all applicable securities Laws. The authorized capital stock Except (i) for the right of holders of shares of Marigold Class B Common Stock to convert to shares of Marigold Common Stock and (ii) as set forth in Section 3.2(b) of the Bank consists of 10,000,000 shares of common stockMarigold Disclosure Letter, $2.00 par value and no shares of preferred stock. All neither Marigold nor any of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary Marigold Subsidiaries has been or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase sale or issuance of any shares of representing capital stock of Raritan or any Raritan Subsidiary other equity securities of Marigold or any securities representing the right rights to purchase or otherwise receive any shares of such capital stock or any other equity securities of Marigold, or any securities exercisable, convertible into or representing exchangeable for, or the right to purchase or subscribe for value of which is determined in reference to, any such shares, and interests or securities. Except as set forth in Section 3.2(b) of the Marigold Disclosure Letter, as of the date hereof, there are no options, restricted stock or other equity-based awards issued by Marigold or any Marigold Subsidiary currently outstanding under the Marigold Benefit Plans or otherwise. There are no outstanding bonds, debentures, notes or other Indebtedness of Marigold or any Marigold Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of capital stock of Marigold may vote. There are no outstanding agreements or understandings with respect to voting other obligations of Marigold or any of the Marigold Subsidiaries requiring the registration for sale of any such sharesMarigold Common Shares, Marigold Preferred Shares or other Equity Interests in Marigold or any of the Marigold Subsidiaries.

Capitalization. (a) The authorized capital stock of Raritan Anchor consists of 3,500,000 45,000,000 shares of Raritan Anchor Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan Preferred Stock")value, of which no shares of preferred stock are issued or outstanding. As of the date hereofof this Agreement, there were 2,373,569 are (i) 2,504,470 shares of Raritan Anchor Common Stock issued and outstanding, which number includes all shares subject to restriction under the outstanding Anchor Restricted Stock Awards and 214,405 all unallocated shares issued and held in under the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercisedAnchor ESOP, and (iiiii) true and complete copies no other shares of each capital stock or other voting securities of Anchor issued, reserved for issuance or outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Anchor Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no (A) bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of the Bank consists Anchor may vote or (B) trust preferred or subordinated debt securities of 10,000,000 shares Anchor or any of common stock, $2.00 par value and its Subsidiaries issued or outstanding. There are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Anchor 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 voting or transfer of Anchor Common Stock to which Anchor is a party. Section 3.2(a) of the Anchor Disclosure Schedule sets forth a true, correct and complete list of all Anchor Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such Anchor Restricted Stock Award, and (iii) the grant date and vesting dates of each such Anchor Restricted Stock Award. Other than the Anchor Restricted Stock Awards set forth above and awards heretofore granted under the Anchor Phantom Stock Plan (as defined in Section 6.5(g)), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Anchor or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there its Subsidiaries) are no agreements or understandings with respect to voting of any such sharesoutstanding.

Capitalization. (a) The authorized capital stock of Raritan Nutmeg consists of 3,500,000 6,000,000 shares of Raritan Nutmeg Common Stock and 2,00,000 2,000,000 shares of preferred stock, $.01 par value per share ("Raritan Nutmeg Preferred Stock"). As of the date hereof, there were 2,373,569 are (i) 1,435,294 shares of Raritan Nutmeg Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, outstanding and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Nutmeg Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercisedheld in Nutmeg's treasury, and (ii) true no shares of Nutmeg Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise, except for (i) 304,756 shares of Nutmeg Common Stock reserved for issuance pursuant to the Director Stock Option Plans (of which options for 236,139 shares are currently outstanding) and complete copies (ii) 293,416 shares of each Nutmeg Common Stock reserved for issuance pursuant to the Employee Stock Option Plans (of which 292,968 option shares are currently outstanding); (iii) 384,457 shares of Nutmeg Common Stock reserved for issuance upon exercise of the Raritan Option Plans and a specimen of each form of agreement option to be issued to NewMil pursuant to which the Option Agreement; (iv) 487,001 shares of Nutmeg Preferred Stock issued and outstanding; and (v) no shares of Nutmeg Preferred Stock reserved for issuance pursuant to any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoplan. All of the issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Nutmeg Capital Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock free of preemptive rights, with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for the Raritan Options Option Agreement, the aforementioned options to purchase 598,172 shares of Nutmeg Common Stock issued pursuant to the Nutmeg Stock Plans, and the United Stock Optionconversion privileges of the Nutmeg Preferred Stock, neither Raritan nor any Raritan Subsidiary has or Nutmeg does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary Nutmeg Capital Stock or any securities representing the right to purchase or otherwise receive any shares of Nutmeg Capital Stock. The names of the optionees, the date of each option to purchase Nutmeg Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the Director and Employee Stock Option Plans, are set forth in Section 3.2(a) of the Nutmeg Disclosure Schedule. Since December 31, 1999, Nutmeg has not issued any shares of its capital stock or any securities convertible into or representing the right to purchase or subscribe exercisable for any such sharesshares of its capital stock, and there are no agreements other than pursuant to the exercise of director or understandings with respect employee stock options granted prior to voting of any such sharesDecember 31, 1999 under the Nutmeg Stock Plans.

Capitalization. (a) The authorized capital stock of Raritan Seller consists of 3,500,000 50,000,000 shares of Raritan Seller Common Stock and 2,00,000 shares Stock, of preferred stockwhich, $.01 par value per share ("Raritan Preferred Stock"). As as of the date hereofof this Agreement (the “Seller Capitalization Date”), there 2,849,841 shares were 2,373,569 issued and outstanding, 2,000,000 shares of Raritan Mandatorily Convertible Non-Voting Common Stock Shares (the “Seller Non-Voting Common Stock”), of which, as of the Seller Capitalization Date, no shares were issued and outstanding, and 214,405 2,000,000 Preferred Shares (the “Seller Preferred Stock”), of which, as of the Seller Capitalization Date, 17,949 shares of Seller Series A Preferred Stock were issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofSeller Capitalization Date, there were 264,812 no shares of Raritan Seller Common Stock, Seller Non-Voting Common Stock issuable upon exercise or Seller Preferred Stock were reserved for issuance, except for 3,500 shares of outstanding Raritan Options Seller Common Stock underlying options currently outstanding; 386,600 shares of Seller Common Stock available in connection with future grants of stock options, restricted stock and other equity-based awards (of which 55,000 shares have been approved for issuance in the "Option Shares") granted toform of performance-based restricted stock grants), directors and officers of Raritan or the Bank in each case reserved for issuance pursuant to the Raritan Option Seller Stock Plans; 144,984 shares of Seller Common Stock reserved for issuance in connection with a warrant granted to the Treasury Department; and no shares of Seller Common Stock reserved for issuance in connection with the conversion of the Seller Non-Voting Common Stock. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Seller Common Stock Stock, the Seller Non-Voting Common Stock, and the terms upon which Seller Preferred Stock are sometimes collectively referred to herein as the options may be exercised, and (ii) true and complete copies of each “Seller Capital Stock.” All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Seller Capital Stock have been duly authorized and validly issued, issued and are fully paid, non-assessable and nonassessablefree of preemptive rights. The authorized capital stock As of the Bank consists date of 10,000,000 shares this Agreement, no bonds, debentures, notes or other indebtedness of common stock, $2.00 par value and no shares of preferred stockSeller having the right to vote on any matters on which its shareholders may vote are issued or outstanding. All Except as set forth in Section 3.2(a) of the outstanding shares Seller Disclosure Schedule, as of capital stock the date of each Raritan Subsidiary are owned by Raritan this Agreement, except pursuant to this Agreement, including with respect to the Seller Stock Plans as set forth herein, Seller does not have and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the transfer, purchase or issuance of, or the payment of any amount based on, any shares of capital stock of Raritan Seller Capital, or any Raritan Subsidiary other equity securities of Seller or any securities representing the right to purchase or otherwise receive any shares of such Seller Capital Stock, or other equity securities of Seller. As of the date of this Agreement, there are no contractual obligations of Seller or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Seller or any equity security of Seller or its Subsidiaries or any securities convertible into or representing the right to purchase or subscribe for otherwise receive any such sharesshares of capital stock or any other equity security of Seller or its Subsidiaries or (ii) pursuant to which Seller or any of its Subsidiaries is or could be required to register shares of Seller capital stock or other securities under the Securities Act of 1933, and there as amended (the “Securities Act”). Other than as set forth on Section 3.2(a) of the Seller Disclosure Schedule, no options or other equity-based awards are no agreements outstanding as of the Seller Capitalization Date. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedule, since December 31, 2011 through the date hereof, Seller has not (A) issued or understandings with respect to voting repurchased any shares of Seller Capital Stock, or other equity securities of Seller or (B) issued or awarded any such sharesoptions, restricted shares or any other equity-based awards under the Seller Stock Plans.

Capitalization. The As of the date of this Agreement, the authorized capital stock of Raritan CIT consists of 3,500,000 700,000,000 shares of Raritan CIT Common Stock Stock, 510,000,000 shares of Class B Common Stock, par value $0.01 per share ("CIT B Stock"), and 2,00,000 50,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan CIT Preferred Stock"). As of the date hereofAugust 2, 1999, there were 2,373,569 161,604,093 shares of Raritan CIT Common Stock, no shares of CIT B Stock and no shares of CIT Preferred Stock issued and outstanding, and 214,405 1,580,480 shares issued and of CIT Common Stock held in the CIT's treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan CIT Common Stock issuable or CIT Preferred Stock were reserved for issuance, except that (i) 12,898,999 shares of CIT Common Stock were reserved for issuance upon the exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank stock options pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock Employee Long Term Equity Compensation Plan and the terms upon which Employee Stock Purchase Plan (collectively, the options may be exercised, and (ii) true and complete copies of each "CIT Stock Plans"). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan CIT Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value except as referred to above, CIT does not have and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan CIT Common Stock or CIT Preferred Stock or any Raritan Subsidiary other equity securities of CIT or any securities representing the right to purchase or otherwise receive any shares of CIT Common Stock or CIT Preferred Stock. The shares of CIT Common Stock to be issued pursuant to the Arrangement or upon exchange from time to time of the Exchangeable Shares have been duly authorized and, on their respective dates of issue, such capital stock or any securities convertible into or representing shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesownership thereof.

Capitalization. (a) The entire authorized capital stock of Raritan Bracknell consists of 3,500,000 an unlimited number of common shares of Raritan Common Stock and 2,00,000 shares an unlimited number of preferred stock, $.01 par value per share shares issuable in series (collectively the "Raritan Preferred Authorized Bracknell Capital Stock"). As of Of the date hereof, there were 2,373,569 Authorized Bracknell Capital Stock: 40,586,760 shares of Raritan Bracknell Common Stock and 0 preferred shares are validly issued and outstanding. Bracknell has granted options to purchase 4,185,594 shares of Bracknell Common Stock within the reserves of Bracknell's stock option plan at a weighted average exercise price of $5.36 in Canadian dollars per share and has granted options to purchase 610,000 shares of Bracknell Common Stock outside the reserves of Bracknell's stock option plan (subject to the approval of Bracknell's stockholders to increase the reserves under the plan) at a weighted average exercise price of $7.52 in Canadian dollars per share (collectively, the "Bracknell Stock Options"). Bracknell has also issued warrants to purchase 385,824 shares of Bracknell Common Stock at an exercise price of $4.25 per share. Each of the aforesaid outstanding shares has been validly issued, is fully paid and nonassessable, and 214,405 has not been issued in violation of any preemptive rights. Except as set forth on Schedule 5.05(a), no options, warrants or other rights to acquire, sell or issue shares issued and held in the treasuryof capital stock of Bracknell are outstanding, and between the date hereof and the Effective Time, (i) no shares of Raritan Preferred Stock outstanding. As capital stock of the date hereofBracknell and no such options, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan warrants or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may rights will be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercisedissued, and (ii) true and complete copies none of each such options shall vest or become exercisable as a result of the Raritan Option Plans Merger or change in ownership of Bracknell Common Stock or change in composition of the Bracknell Board of Directors. At the Effective Time, the holders of Able Shares and a specimen of each form of agreement pursuant Series D Shares will receive good and valid title to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding the shares of Raritan Bracknell Common StockStock (constituting the "Merger Consideration"), and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, all Liens and with no proxies or restrictions on the voting or other rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharespertaining thereto.

Capitalization. The (a) As of January 31, 2020, the authorized capital stock of Raritan consists Camber consisted of 3,500,000 5,000,000 shares of Raritan Camber Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value $0.001 per share ("Raritan Preferred Stock")share. As of the date hereofJanuary 31, 2020, there were 2,373,569 (i) 5,000,000 shares of Raritan Camber Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and ; (ii) no shares of Raritan Camber Common Stock held in treasury; (iii) 38 shares of Camber Common Stock reserved for issuance upon the exercise of warrants or options to purchase shares of Camber Common Stock (“Camber Stock Options”); (iv) 2,294 shares of Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) of Camber; and (v) no other shares of capital stock or other voting securities or equity interests of Camber issued, reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Camber Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Camber may vote. Other than Camber Stock Options (collectively, “Camber Equity Awards”) issued prior to February 3, 2020 as described in this Section 3.2(a), as of February 3, 2020 or set forth in Section 3.2(a) of the Bank consists of 10,000,000 shares of common stockCamber Disclosure Schedule, $2.00 par value and there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferrelating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Raritan or any Raritan Subsidiary ownership interest in Camber, or any securities representing the right contracts, commitments, understandings or arrangements by which Camber may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in Camber, or that otherwise obligate Camber to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities convertible into of the foregoing (collectively, “Camber Securities”). Other than Camber Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or representing in part based on the right to purchase price of any capital stock of Camber or subscribe for any such sharesCamber Subsidiary) are outstanding as of February 3, and there 2020. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which Camber or understandings any Camber Subsidiary is a party with respect to the voting or transfer (including preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts or calls) of Camber Common Stock, capital stock or other voting or equity securities or ownership interests of Camber or granting any such sharesstockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of Raritan TCG currently consists of 3,500,000 45,000,000 shares of Raritan TCG Common Stock and 2,00,000 10,000,000 shares of preferred stock, $.01 par value $0.01 per share ("Raritan Preferred Stock")share. As of the date hereof, there were 2,373,569 (i) 30,692,187 shares of Raritan TCG Common Stock issued, including 1,357,998 shares of TCG Common Stock held in treasury, and 29,334,189 shares of TCG Common Stock outstanding, including 373,553 shares of TCG Common Stock granted in respect of outstanding TCG Restricted Stock Awards, (ii) 4,000,000 shares of TCG Series A Preferred Stock issued and outstanding, and 214,405 (iii) 78,623 shares of TCG Series B Preferred Stock issued and held in the treasuryoutstanding, and no (iv) 1,282,674 shares of Raritan TCG Nonvoting Preferred Stock issued and outstanding. As of the date hereof, there were 264,812 (v) 505,479 shares of Raritan TCG Common Stock issuable reserved for issuance upon the exercise of outstanding Raritan Options TCG Warrants, (the "Option Shares"vi) granted to, directors and officers 684,338 shares of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised TCG Common Stock reserved for issuance upon the exercise of Raritan Common outstanding TCG Stock and the terms upon which the options may be exercisedOptions, and (iivii) true and complete copies no other shares of each capital stock or other voting securities of TCG issued, reserved for issuance or outstanding. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan TCG Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares this Agreement, there are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesTCG may vote. Except for the Raritan Trust Preferred Securities and related junior subordinated debentures or as disclosed in the TCG Reports, as of the date of this Agreement, no trust preferred or subordinated debt securities of TCG or any of its Subsidiaries are issued or outstanding. Other than TCG Nonvoting Preferred Stock, TCG Warrants and TCG Stock Options and outstanding on the United Stock Optiondate of this Agreement, neither Raritan nor any Raritan Subsidiary has or is bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating TCG to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. To the knowledge of TCG, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the TCG Common Stock or other equity interests of TCG. Section 3.2(a) of the TCG Disclosure Schedule sets forth a true, correct and complete list of all TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such TCG Warrant, TCG Stock Option and TCG Restricted Stock Award, (iii) the grant date of each such TCG Warrant, TCG Stock Option and TCG Restricted Stock Award and (iv) the exercise price for each such TCG Warrant and TCG Stock Option. Other than the TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan TCG or any Raritan Subsidiary or of its Subsidiaries) are outstanding. Neither TCG nor any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings its Subsidiaries is currently deferring interest payments with respect to voting any trust preferred securities or related debentures issued by it or any of any such sharesits affiliates.

Capitalization. (a) The authorized capital stock of Raritan CIT consists of 3,500,000 600,000,000 shares of Raritan CIT Common Stock and 2,00,000 100,000,000 shares of preferred stockCIT Preferred Stock, $.01 par value $0.01 per share ("Raritan Preferred Stock")share. As of the date hereofOctober 13, 2020, there were 2,373,569 are (i) 98,526,477 shares of Raritan CIT Common Stock issued and outstanding; (ii) 64,658,739 shares of CIT Common Stock held in treasury; (iii) 1,661,874 shares of CIT Common Stock reserved for issuance upon the settlement of outstanding CIT RSU Awards; (iv) 475,664 shares of CIT Common Stock reserved for issuance upon the settlement of outstanding CIT Performance Unit Awards (assuming performance goals are satisfied at the target level); (v) 2,780,521 shares of CIT Common Stock reserved for issuance pursuant to future grants under the CIT equity plans, and 214,405 (vi) 1,446,225 shares of CIT Common Stock reserved for issuance under the ESPP; (vii) 325,000 shares of CIT Series A Preferred Stock issued and held in the treasury, outstanding and no (viii) 8,000,000 shares of Raritan CIT Series B Preferred Stock issued and outstanding. As of the date hereofof this Agreement, except as set forth in the immediately preceding sentence, and for changes since October 13, 2020 resulting from the exercise, vesting or settlement of any CIT Equity Awards described in the immediately preceding sentence, there were 264,812 are no shares of Raritan Common Stock issuable upon exercise capital stock or other voting securities or equity interests of outstanding Raritan Options (the "Option Shares") granted toCIT issued, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised reserved for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretoor outstanding. All the issued and outstanding shares of Raritan CIT Common Stock, Stock and all issued and outstanding shares of capital stock of each Raritan Subsidiary, CIT Preferred Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of CIT is current on all dividends payable on the outstanding shares of capital stock CIT Preferred Stock, and has complied in all material respects with terms and conditions thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of each Raritan Subsidiary CIT may vote. Other than CIT RSU Awards, CIT Performance Unit Awards and accumulated contributions to purchase shares of CIT Common Stock under the ESPP (collectively, “CIT Equity Awards”) issued or accumulated prior to the date of this Agreement as described in this Section 3.2(a), as of the date of this Agreement there are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the transferto which CIT or any its Subsidiaries is a party relating to, purchase or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Raritan or ownership interest in CIT or any Raritan Subsidiary its Subsidiaries, or contracts, commitments, understandings or arrangements by which CIT or any securities representing the right its Subsidiaries may become bound to purchase or otherwise receive any issue additional shares of such its capital stock or other equity or voting securities of or ownership interests in CIT or any securities convertible into its Subsidiaries, or representing that otherwise obligate CIT or any its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the right to purchase or subscribe for any such sharesforegoing (collectively, “CIT Securities”, and there any of the foregoing in respect of Subsidiaries of CIT, collectively, “CIT Subsidiary Securities”). Other than CIT Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined, in whole or in part, based on the price of any capital stock of CIT or any of its Subsidiaries) are outstanding. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which CIT or understandings any of its Subsidiaries is a party with respect to the voting or transfer of CIT Common Stock, capital stock or other voting or equity securities or ownership interests of CIT or granting any such sharesstockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of Raritan BancPlus consists of 3,500,000 40,000,000 shares of Raritan BancPlus Common Stock Stock, par value of $1.00 per share, of which, as of the date of this Agreement, 10,111,045 shares were issued and 2,00,000 outstanding, and 10,000,000 shares of preferred stock, $.01 no par value per share ("Raritan Preferred such preferred stock, together with the BancPlus Common Stock", the “BancPlus Capital Stock”). As , none of the date hereof, there were 2,373,569 shares of Raritan Common Stock which are issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 no shares of Raritan BancPlus Capital Stock were reserved for issuance except for 250,000 shares of BancPlus Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank reserved for issuance pursuant to the Raritan Option equity-based compensation plans of BancPlus (the “BancPlus Stock Plans. The Raritan Disclosure Schedule sets forth (i”) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (iilisted in Section 3.2(a) true and complete copies of each of the Raritan Option Plans and a specimen BancPlus Disclosure Schedule, some of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option has already been issued pursuant theretoas detailed therein. All of the issued and outstanding shares of Raritan Common StockBancPlus Capital Stock have been, and all upon issuance of the BancPlus Common Stock constituting the Aggregate Stock Consideration will be, duly authorized, validly issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and nonassessable. The authorized capital stock free of preemptive rights, with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stockownership thereof. All of the outstanding shares BancPlus Stock Plans have been approved by the BancPlus’s shareholders, to the extent such shareholder approval is required under the Code. As of capital stock the date of each Raritan Subsidiary are owned by Raritan and are free and clear this Agreement, except as provided in Section 3.2(a) of any liensthe BancPlus Disclosure Schedule, encumbrances, charges, restrictions no trust preferred securities (the “BancPlus Trust Preferred Securities”) or rights subordinated debt securities of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan BancPlus or any Raritan Subsidiary or any securities representing of its Subsidiaries are issued and outstanding. As of the right to purchase or otherwise receive any shares date of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such sharesthis Agreement, and there are no agreements or understandings BancPlus is {JX489484.11} PD.35183901.7 not deferring interest payments with respect to voting any of the BancPlus Trust Preferred Securities or related junior subordinated debt securities issued by it or any such sharesof its affiliates.

Capitalization. The authorized capital stock of Raritan NewMil consists of 3,500,000 20,000,000 shares of Raritan NewMil Common Stock and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). As of the date hereof, there were 2,373,569 are (x) 4,074,102 shares of Raritan NewMil Common Stock issued and outstanding, outstanding and 214,405 1,916,036 shares issued and of NewMil Common Stock held in the treasury, NewMil’s treasury and no (y) 285,132 shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan NewMil Common Stock issuable reserved for issuance upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan stock options or the Bank pursuant to the Raritan Option Plansotherwise. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan NewMil Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock free of preemptive rights, with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for the Raritan Options outstanding options under the NewMil Stock Plans, true, complete and accurate copies of which are set forth in Section 3.2 of the United Stock OptionNewMil Disclosure Schedule, neither Raritan nor any Raritan Subsidiary has or NewMil does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan NewMil Common Stock or any Raritan Subsidiary other equity security of NewMil or any securities representing the right to purchase or otherwise receive any shares of NewMil Common Stock or any other equity security of NewMil. The names of the optionees, the date each option to purchase NewMil Common Stock was granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the NewMil Stock Plans are set forth in Section 3.2 of the NewMil Disclosure Schedule. Except as set forth on Section 3.2 of the NewMil Disclosure Schedule, since December 31, 2005 NewMil has not issued any shares of its capital stock stock, or any securities convertible into or representing the right to purchase or subscribe exercisable for any such sharesshares of its capital stock, and there are no agreements other than director or understandings with respect employee stock options granted under the NewMil Stock Plans or shares of NewMil Common Stock issuable pursuant to voting the exercise of any such sharesdirector or employee stock options granted under the NewMil Stock Plans.

Capitalization. The authorized capital stock of Raritan Parent consists of 3,500,000 100,000,000 shares of Raritan Parent Common Stock and 2,00,000 5,000,000 shares of preferred stock, $.01 par value per share Preferred Stock ("Raritan Parent Preferred Stock"). As of the date hereofJuly 12, 2000, there were 2,373,569 34,820,937 shares of Raritan Parent Common Stock and 2,500,000 shares of the $3.625 Convertible Exchangeable Preferred Stock (the "Convertible Exchangeable Preferred Stock") series of Parent Preferred Stock issued and outstanding. Since such date, and 214,405 no additional shares of capital stock of Parent have been issued, except shares issued pursuant to the exercise of options outstanding under Parent's stock option plans (the "Parent Stock Option Plans"). Parent is a party to an Amended and held in Restated Rights Agreement, dated as of January 1, 1999 (the treasury"Parent Rights Agreement"), and no shares of Raritan Preferred Stock outstandingwith StockTrans, Inc. as Rights Agent. As of the date hereofJuly 1, there were 264,812 2000, options to acquire 3,768,298 shares of Raritan Parent Common Stock issuable upon exercise of were outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Parent Stock Option Plans and a specimen 1,000,000 shares of each form of agreement Series A Junior Participating Preferred Stock were reserved for issuance in connection with the rights issued pursuant to the Parent Rights Agreement. Since such date, no additional options have been granted. Other than the Convertible Exchangeable Preferred Stock, Parent has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretomatter. All such issued and outstanding shares of Raritan Parent Common StockStock are, and all shares of Parent Common Stock to be issued pursuant to Section 2.2(a) hereof, when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Other than as set forth above, there are not, as of July 12, 2000, any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Parent or any of the Parent Subsidiaries to issue, transfer or sell any shares of capital stock of Parent or any of the Parent Subsidiaries. All of the issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary Merger Sub are owned by Raritan and are free and clear of Parent. Merger Sub has not engaged in any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options activities other than in connection with its formation and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound transactions contemplated by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesthis Agreement.

Capitalization. (a) The authorized capital stock of Raritan Huntington consists of 3,500,000 500,000,000 shares of Raritan Huntington Common Stock Stock, of which, as of December 15, 2006, 235,220,512 shares were issued and 2,00,000 outstanding, and 6,617,808 shares of preferred stock, $.01 no par value per share ("Raritan the “Huntington Preferred Stock"”), of which, as of the date hereof, no shares were issued and outstanding. As of December 15, 2006, no more than 22,645,743 shares of Huntington Common Stock were held in Huntington’s treasury. As of the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Huntington Common Stock or Huntington Preferred Stock outstanding. As were reserved for issuance, except for 26,513,240 shares of Huntington Common Stock reserved for issuance upon exercise of options issued pursuant to employee and director stock plans of Huntington in effect as of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options this Agreement (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option “Huntington Stock Plans”). The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Huntington Common StockStock have been, and all shares of Huntington Common Stock that may be issued pursuant to the Huntington Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The total equity interests in Merger Sub consists of 100 outstanding shares of capital stock of each Raritan Subsidiary, have membership units (“Merger Sub Units”). All Merger Sub Units are been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock free of preemptive rights, with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for the Raritan Options pursuant to this Agreement and the United Huntington Stock OptionPlans, neither Raritan nor any Raritan Subsidiary has or Huntington does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Huntington Common Stock or Merger Sub Units or any Raritan Subsidiary other equity securities of Huntington or Merger Sub or any securities representing the right to purchase or otherwise receive any shares of such capital stock Huntington Common Stock or any securities convertible into or representing Merger Sub Units. The shares of Huntington Common Stock to be issued pursuant to the right Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesthe ownership thereof.

Capitalization. (i) The authorized capital stock of Raritan Tosco consists of 3,500,000 (A) 250,000,000 shares of Raritan Tosco Common Stock (each of which includes one Tosco Right), of which, as of January 31, 2001, 144,896,342 shares were issued and 2,00,000 outstanding and 32,927,172 shares were held in treasury and (B) 12,000,000 shares of preferred stock, par value $.01 par value per share share, of Tosco ("Raritan Tosco Preferred Stock," together with the Tosco Common Stock, the "Tosco Capital Stock"), of which no shares are issued and outstanding. From January 31, 2001 to the date of this Agreement, no shares of Tosco Capital Stock have been issued except pursuant to employee and director stock plans of Tosco in effect as of the date hereof (the "Tosco Stock Plans"). As of the date hereofof this Agreement, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank except pursuant to the Raritan Option terms of options, stock and restricted units issued pursuant to Tosco Stock Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance , pursuant to the 5 3/4% convertible junior subordinated debentures of Raritan Common Stock Tosco and the terms upon which 5 3/4% convertible preferred securities of Tosco Financing Trust (together, the options may be exercised, "Tosco Toprs") and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was grantedthe Tosco Rights, including a list of each outstanding stock option issued pursuant thereto. All issued Tosco does not have and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Tosco Capital Stock or any Raritan Subsidiary other equity securities of Tosco or any securities of Tosco representing the right to purchase or otherwise receive any shares of such capital Tosco Capital Stock. As of January 31, 2001, no shares of Tosco Capital Stock were reserved for issuance, except for 9,010,474 shares of Tosco Common Stock reserved for issuance upon the exercise of stock options pursuant to the Tosco Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the Tosco 1999 10-K, 9,113,940 shares of Tosco Common Stock reserved for issuance upon conversion of the Tosco Toprs and 2,500,000 shares of Series A Junior Participating Preferred Stock reserved for issuance in connection with the Tosco Rights Agreement. Tosco has no Voting Debt issued or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesoutstanding.

Capitalization. (a) The authorized capital stock of Raritan ProCentury consists of 3,500,000 shares of Raritan 20,000,000 ProCentury Common Stock Shares and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan 1,000,000 ProCentury Preferred Stock")Shares. No other capital stock is authorized. As of the date hereofFebruary 18, 2008, there were 2,373,569 shares of Raritan are (x) 13,403,367 ProCentury Common Stock Shares issued and outstanding, outstanding and 214,405 shares issued and no ProCentury Common Shares held in the ProCentury’s treasury, and (y) no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan ProCentury Common Stock issuable Shares reserved for issuance upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan stock options or the Bank otherwise except for 808,496 ProCentury Common Shares reserved for issuance pursuant to the Raritan ProCentury stock option plans (“ProCentury Option Plans”) and (z) no ProCentury Preferred Shares issued and outstanding. The Raritan Section 4.2(a) of the ProCentury Disclosure Schedule sets forth all of the ProCentury Option Plans and all grantees holding unexercised and unexpired ProCentury Options as of the date hereof (i) all options “ProCentury Optionholder”), including the name of each such ProCentury Optionholder, the date on which each ProCentury Option was granted, the number of ProCentury Options held, the expiration date of each ProCentury Option, the price at which each ProCentury Option may be exercised for issuance under the ProCentury Option Plans, the number of Raritan ProCentury Common Stock Shares subject to each ProCentury Option, the type of grant and the terms upon which the options may be exercised, and (ii) true and complete copies of each status of the Raritan ProCentury Option Plans and a specimen grant as qualified or non-qualified under Section 422 of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant theretothe Code. All of the issued and outstanding shares of Raritan ProCentury Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Shares have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock free of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiespreemptive rights. Except for the Raritan Options and the United Stock Optionas referred to above, neither Raritan nor any Raritan Subsidiary has or ProCentury is bound by not a party to any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan ProCentury Common Shares or ProCentury Preferred Shares or any Raritan Subsidiary other equity security of ProCentury or any securities representing the right to purchase or otherwise receive any shares of such capital stock ProCentury Common Shares or ProCentury Preferred Shares or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting other equity security of any such sharesProCentury.

Capitalization. (a) The authorized capital stock of Raritan ICBC consists of 3,500,000 125,000,000 shares of Raritan ICBC Common Stock and 2,00,000 25,000,000 shares of preferred stock, $.01 no par value per share (the "Raritan ICBC Preferred Stock"). As of the date hereofof this Agreement, there were 2,373,569 54,460,004 shares of Raritan ICBC Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan ICBC Preferred Stock outstandingoutstanding and 21,583,746 shares of ICBC Common Stock held in ICBC's treasury. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan ICBC Common Stock issuable or ICBC Preferred Stock were reserved for issuance, except for an aggregate of 6,570,340 shares of ICBC Common Stock reserved for issuance (i) upon the exercise of outstanding Raritan Options stock options pursuant to the 1998 Stock Option Plan and the 2002 Stock Incentive Plan (the "ICBC Stock Option SharesPlans") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies in payment of each directors' fees pursuant to the Directors' Fee Plan. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan ICBC Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value and no shares of preferred stock. All except (i) as set forth in Section 5.2 of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan ICBC Disclosure Schedule, and are free (ii) as set forth elsewhere in this Section 5.2, ICBC does not have and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan ICBC Common Stock or ICBC Preferred Stock or any Raritan Subsidiary other equity securities of ICBC or any securities representing the right to purchase or otherwise receive any shares of ICBC Common Stock or ICBC Preferred Stock. The shares of ICBC Common Stock to be issued pursuant to the Merger have been duly authorized and, at the Effective Time, all such capital stock or any securities convertible into or representing shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesownership thereof.

Capitalization. The authorized capital stock of Raritan IBSF consists of 3,500,000 25,000,000 shares of Raritan IBSF Common Stock and 2,00,000 shares of preferred stock, $.01 par value per share ("Raritan Preferred Stock"). As of the date hereofMarch 27, 1998, there were 2,373,569 10,959,674 shares of Raritan IBSF Common Stock issued and outstanding, outstanding and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding650,049 treasury shares. As of the date hereofMarch 27, 1998, there were 264,812 1,275,503 shares of Raritan IBSF Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plansstock options. The Raritan IBSF Disclosure Schedule sets forth contains (i) a list of all options which may be exercised for issuance of Raritan Common Stock Options, their strike prices and the terms upon which the options may be exercisedexpiration dates, and (ii) true and complete copies of each of the Raritan IBSF Stock Option Plans Plan and a specimen of each form of agreement Option Grant Agreement pursuant to which any outstanding stock option Stock Option was granted, including a list of each outstanding stock option Stock Option issued pursuant thereto. All Stock Options will be fully vested on the Closing Date, in each case in accordance with the terms of the IBSF Stock Option Plan and Option Grant Agreements pursuant to which such Stock Options were granted. All issued and outstanding shares of Raritan IBSF Common Stock, and all issued and outstanding shares of capital stock of each Raritan IBSF Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and nonassessable. The authorized capital stock free of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan preemptive rights and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesparties imposed by IBSF or any IBSF Subsidiary. Except for the Raritan Stock Options listed on the IBSF Disclosure Schedule and the United HUBCO Stock Option, neither Raritan IBSF nor any Raritan Subsidiary the Association has or granted nor is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase purchase, subscription or issuance of any shares of capital stock of Raritan IBSF or any Raritan Subsidiary the Association or any securities representing the right to purchase purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.

Capitalization. The As of the date of this Agreement, the authorized capital stock of Raritan ACQUIROR consists of 3,500,000 (a) 22,400,000 shares of Raritan ACQUIROR Common Stock and 2,00,000 (b) 2,000,000 shares of preferred stock, $.01 par value $0.001 per share ("Raritan ACQUIROR Preferred Stock"). As of the date hereof, there were 2,373,569 of this Agreement: (i) 1,158,249 shares of Raritan ACQUIROR Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and 214,405 shares issued nonassessable and held in the treasurynot subject to preemptive rights created by statute, and common law, ACQUIROR's Certificate of Incorporation or By-Laws, or any agreement to which ACQUIROR is a party or is bound or otherwise; (ii) no shares of Raritan Preferred ACQUIROR Common Stock outstandingare held in treasury; (iii) 241,636 shares of ACQUIROR Common Stock are reserved for future issuance pursuant to outstanding warrants; and (iv) 7,933 shares of ACQUIROR Common Stock are reserved for future issuance pursuant to outstanding stock options issued to certain officers, employees, directors, consultants and other persons. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan ACQUIROR Preferred Stock are issued and outstanding. The shares of ACQUIROR Common Stock issuable upon exercise of outstanding Raritan Options (to be issued in the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Merger have been duly authorized and and, when issued in accordance with the Merger, will be validly issued, are fully paid, paid and nonassessable. The authorized capital stock As of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value and there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrantswarrants or other rights (including registration rights), callsagreements, arrangements or commitments or agreements of any character calling for to which ACQUIROR is a party relating to the transferissued or unissued capital stock or other securities of ACQUIROR to grant, purchase issue or issuance of sell any shares of the capital stock or other securities of Raritan ACQUIROR, by sale, lease, license or any Raritan Subsidiary or any securities representing otherwise, except (A) as disclosed in Section 6.3 of the right ACQUIROR Disclosure Schedule and (B) for options to purchase ACQUIROR Common Stock under ACQUIROR's existing stock option plans to the extent stock options for such shares thereunder have not yet been granted. As of the date of this Agreement, there are no obligations, contingent or otherwise, of ACQUIROR to repurchase, redeem or otherwise receive acquire any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesACQUIROR Common Stock.

Capitalization. (i) The authorized capital stock of Raritan Valero consists of 3,500,000 (A) 600,000,000 shares of Raritan Valero Common Stock (each of which includes one Valero Right), of which, as of February 28, 2005, 256,645,166 shares were issued and 2,00,000 outstanding and 5,462,610 shares were held in treasury and (B) 20,000,000 shares of preferred stock, $.01 par value $0.01 per share share, of Valero ("Raritan the “Valero Preferred Stock",” together with the Valero Common Stock, the “Valero Capital Stock”), of which 10,000,000 shares have been designated as “2% Mandatory Convertible Preferred Stock” (the “Valero Convertible Preferred Stock”) 7,785,224 shares of which were issued and outstanding as of April 11, 2005. From February 28, 2005, to the date of this Agreement, no shares of Valero Capital Stock have been issued except pursuant to employee and director stock plans of Valero in effect as of the date of this Agreement (the “Valero Stock Plans”). All of the issued and outstanding shares of Valero Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date hereofof this Agreement, there were 2,373,569 except pursuant to the terms of options and stock issued pursuant to Valero Stock Plans, the Valero Convertible Preferred Stock and pursuant to the Valero Rights, Valero does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Raritan Common Valero Capital Stock issued and outstandingor any other equity securities of Valero or any securities representing the right to purchase or otherwise receive any shares of Valero Capital Stock. As of February 28, and 214,405 shares issued and held in the treasury2005, and no shares of Raritan Preferred Valero Capital Stock outstanding. As of the date hereofwere reserved for issuance, there were 264,812 except for shares of Raritan Valero Common Stock issuable reserved for issuance upon the exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank stock options pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance Valero Stock Plans and in respect of Raritan Common Stock the employee and director savings, compensation and deferred compensation plans described in the Valero 2005 Proxy Statement and the terms Valero 2004 10-K and upon which the options may be exercised, and (ii) true and complete copies of each conversion of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Valero Convertible Preferred Stock, and shares of Junior Participating Preferred Stock, Series I, reserved for issuance in connection with the Valero Rights Agreement. Valero has no Voting Debt issued or outstanding. Valero owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Raritan SubsidiarySubsidiary of Valero, have been duly authorized and validly issued, are fully paid, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liensLiens, encumbrancesand all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, chargesnonassessable and free of preemptive rights, restrictions or rights with no personal liability attaching to the ownership thereof. No Subsidiary of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary Valero has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any other equity security of such shares, and there are no agreements or understandings with respect to voting of any such sharesSubsidiary.

Capitalization. The authorized capital stock of Raritan Dynegy consists of 3,500,000 900,000,000 shares of Raritan Dynegy Class A Common Stock Stock, 360,000,000 shares of Dynegy Class B Common Stock, and 2,00,000 70,000,000 shares of preferred stock, $.01 no par value per share ("Raritan Dynegy Preferred Stock"). As of November 6, 2001, there were (i) 238,956,530 outstanding shares of Dynegy Class A Common Stock and 86,599,914 outstanding shares of Dynegy Class B Common Stock, (ii) 27,211,749 shares of Dynegy Common Stock reserved for issuance upon exercise of outstanding Dynegy Options, and (iii) no outstanding shares of Dynegy Preferred Stock. All such issued and outstanding shares of Dynegy Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, other than the rights of Chevron U.S.A. Inc. ("Chevron") pursuant to Article 6 of the Shareholder Agreement, dated as of June 14, 1999 (the "Dynegy Shareholder Agreement"), among Energy Convergence Holding Company, Illinova Corporation, Dynegy and Chevron. As of the date of this Agreement, except (a) as set forth in this Section 6.3, (b) for the rights of Chevron pursuant to Article 6 of the Dynegy Shareholder Agreement and pursuant to the Dynegy Subscription Agreement and the Dynegy Series B Preferred Stock and (c) for shares delivered upon exercises of options set forth in this Section 6.3 from October 26, 2001 to the date hereof, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and are no shares of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, are fully paidDynegy, and nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and there are no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments that may obligate Dynegy or agreements any of any character calling for the transferits Subsidiaries to issue, purchase transfer or issuance of sell any shares of capital stock or other voting securities of Raritan Dynegy or any Raritan Subsidiary of its Significant Subsidiaries. Dynegy has no outstanding bonds, debentures, notes or any securities representing other obligations the holders of which have the right to purchase vote, or otherwise receive any shares of such capital stock or any securities which are convertible into or representing exercisable for securities having the right to purchase or subscribe for vote, with the shareholders of Dynegy on any such shares, and there are no agreements or understandings with respect to voting of any such sharesmatter.

Capitalization. (a) The authorized capital stock of Raritan TPT consists of 3,500,000 150,000,000 shares of Raritan TPT Common Stock and 2,00,000 15,000,000 shares of preferred stock, $.01 par value per share ("Raritan TPT Preferred Stock"). As of the date hereof, there were 2,373,569 (i) 15,999,058 shares of Raritan TPT Common Stock are issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares all of Raritan Preferred Stock outstanding. As of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, have been duly authorized and validly issued, and are fully paidpaid and nonassessable, (ii) 2,761,952 shares of TPT Common Stock are reserved for issuance upon the exercise of outstanding stock options granted pursuant to the TPT Stock Plan (the “TPT Stock Options”), (iii) zero shares of TPT Common Stock are reserved for issuance upon the settlement of outstanding restricted stock units granted pursuant to the TPT Stock Plan (the “TPT Restricted Stock Units”), (iv) 1,657,614 shares of TPT Common Stock are reserved for issuance upon exercise of warrants of TPT (the “TPT Warrants”), (v) zero shares of TPT Common Stock are held in the treasury of TPT, (vi) 855,116 shares of TPT Common Stock are reserved for issuance pursuant to TPT Stock Options not yet granted, and nonassessable(vii) 100,000 shares of TPT Preferred Stock (designated Series A Preferred Stock, par value $0.001 per share) are reserved for issuance upon exercise of the Rights issued pursuant to the Rights Agreement dated May 13, 2005 between TPT and American Stock Transfer & Trust Company (replacing The Nevada Agency and Trust Company), as Rights Agent, as amended (the “TPT Rights Agreement”). The authorized No shares of TPT Preferred Stock are outstanding. There are not any bonds, debentures, notes or other indebtedness or, except as described in the immediately preceding sentence, securities of TPT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of TPT may vote. Except as set forth in the second sentence of this Section 2.3, as of the date hereof, no shares of capital stock or other voting securities of the Bank consists of 10,000,000 shares of common stockTPT are issued, $2.00 par value reserved for issuance or outstanding and no shares of preferred stock. All capital stock or other voting securities of TPT will be issued or become outstanding after the date hereof other than upon exercise of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan TPT Stock Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is bound by any TPT Warrants outstanding subscriptions, options, warrants, calls, commitments or agreements as of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesdate hereof.

Capitalization. (a) The authorized capital stock of Raritan HopFed consists of 3,500,000 15,000,000 shares of Raritan HopFed Common Stock Stock, $0.01 par value, and 2,00,000 500,000 shares of preferred stock, $.01 0.01 par value per share ("Raritan Preferred Stock"). As value, of the date hereof, there were 2,373,569 which no shares of Raritan preferred stock are issued or outstanding. There are (i) 6,649,190 shares of HopFed Common Stock issued and outstanding, and 214,405 which number includes 70,839 shares issued and of HopFed Common Stock granted in respect of outstanding HopFed Restricted Stock Awards, (ii) 1,341,980 shares of HopFed Common Stock held in the treasury, and (iii) no other shares of Raritan Preferred Stock capital stock or other voting securities of HopFed issued, reserved for issuance or outstanding. As All of the date hereof, there were 264,812 shares of Raritan Common Stock issuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock and the terms upon which the options may be exercised, and (ii) true and complete copies of each of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan HopFed Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of HopFed may vote. Other than the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options Indenture and the United Stock OptionDebt Securities, neither Raritan nor any Raritan Subsidiary has there are no trust preferred or is bound by any subordinated debt securities of HopFed that are issued or outstanding. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating HopFed 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 voting or transfer of the HopFed Common Stock or other equity interests of HopFed, other than the Voting Agreements and a Standstill Agreement as set forth at HopFed Disclosure Schedule 3.2(a). Section 3.2(a) of the HopFed Disclosure Schedule sets forth a true, correct and complete list of all HopFed Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such HopFed Restricted Stock Award, (C) the vesting and grant date of each such HopFed Restricted Stock Award, (D) the HopFed Stock Plan under which such HopFed Restricted Stock Award was granted, and (E) any outstanding commitments obligating HopFed is issue any such securities. Other than the HopFed Restricted Stock Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan HopFed or any Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there its Subsidiaries) are no agreements or understandings with respect to voting of any such sharesoutstanding.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan Parent consists of 3,500,000 200,000,000 shares of Raritan Parent Common Stock and 2,00,000 5,000,000 shares of Parent preferred stock, $.01 with 300,000 of the 5,000,000 shares of Parent preferred stock designated as fixed rate cumulative perpetual preferred stock, Series A, no par value per share ("Raritan Preferred Stock")share. As of December 31, 2010, there were 129,965,635 shares of Parent Common Stock issued and outstanding and no shares of Parent Common Stock held in Parent’s treasury. As of the date hereofof this Agreement, there were 2,373,569 shares of Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock Parent preferred stock issued and outstanding. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan Parent Common Stock issuable upon exercise were reserved for issuance, except that an aggregate of outstanding Raritan Options (the "Option Shares") granted to, directors and officers 1,215,324 shares of Raritan or the Bank pursuant to the Raritan Option Plans. The Raritan Disclosure Schedule sets forth Parent Common Stock were either (i) all options which may be exercised reserved for issuance upon the exercise of Raritan Common Stock and the terms upon which the stock options may be exercised, and pursuant to Parent’s equity compensation plans or (ii) true and complete copies issuable to former shareholders of each banks that have been acquired by Parent who have yet to present their former shares for exchange. All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Parent Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. The authorized capital stock As of the Bank consists date of 10,000,000 shares of common stockthis Agreement, $2.00 par value and no shares of preferred stock. All except as referred to above or reflected in Section 5.2(a) of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan Parent Disclosure Schedule, Parent does not have and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the Raritan Options and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Parent Common Stock or any Raritan Subsidiary other equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of such capital stock Parent Common Stock or any other equity securities convertible into or representing of Parent. The shares of Parent Common Stock to be issued pursuant to the right Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such sharesthe ownership thereof.

Capitalization. The (a) As of the date of this Agreement, the authorized capital stock of Raritan Meadowbrook consists of 3,500,000 75,000,000 shares of Raritan Meadowbrook Common Stock and 2,00,000 1,000,000 shares of preferred stock, par value $.01 par value per share ("Raritan “Meadowbrook Preferred Stock"”). No other capital stock is authorized. As of the date hereofFebruary 15, 2008, there were 2,373,569 37,019,966 shares of Raritan Meadowbrook Common Stock and no shares of Meadowbrook Preferred Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Meadowbrook Common Stock outstandingheld in Meadowbrook’s treasury. As of the date hereofof this Agreement, there were 264,812 no shares of Raritan Meadowbrook Common Stock issuable or Meadowbrook Preferred Stock were reserved for issuance, except that 2,000,000 shares of Meadowbrook Common Stock were reserved for issuance upon the exercise of outstanding Raritan Options (the "Option Shares") granted tolong-term stock awards, directors stock options and officers of Raritan or the Bank other equity-type rewards pursuant to the Raritan Meadowbrook Insurance Group, Inc. Amended and Restated 1995 Stock Option Plans. The Raritan Disclosure Schedule sets forth (i) all options which may be exercised for issuance of Raritan Common Stock Plan and the terms upon which Meadowbrook Insurance Group, Inc. Amended and Restated 2002 Stock Option Plan (the options may be exercised, and (ii) true and complete copies of each “Meadowbrook Stock Plans”). All of the Raritan Option Plans and a specimen of each form of agreement pursuant to which any outstanding stock option was granted, including a list of each outstanding stock option issued pursuant thereto. All issued and outstanding shares of Raritan Meadowbrook Common Stock, and all issued and outstanding shares of capital stock of each Raritan Subsidiary, Stock have been duly authorized and validly issued, issued and are fully paid, nonassessable and nonassessable. The authorized capital stock free of preemptive rights, with no personal liability attaching to the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of any liens, encumbrances, charges, restrictions or rights of third partiesownership thereof. Except for the Raritan Options stock options set forth above, Meadowbrook does not have and the United Stock Option, neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Raritan Meadowbrook Common Stock or Meadowbrook Preferred Stock or any Raritan Subsidiary other equity securities of Meadowbrook or any securities representing the right to purchase or otherwise receive any shares of Meadowbrook Common Stock or Meadowbrook Preferred Stock. The shares of Meadowbrook Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such sharesshares will be fully paid, nonassessable and there are no agreements or understandings with respect to voting free of any such sharespreemptive rights.