Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. The authorized capital stock of the Company Chartwell consists of 20,000,000 shares of Company Chartwell Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 1.00 per share ("Company Preferred Stock")share. As At the close of the date of this Agreementbusiness on June 18, 1999, (i) 5,013,233 9,641,854 shares of Company Chartwell Common Stock were issued and outstanding, (ii) no zero shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Chartwell Common Stock were held by the Company Chartwell in its treasury, ; (iviii) 1,154,000 1,471,300 shares of Company Chartwell Common Stock were reserved for issuance pursuant to options outstanding Stock Options issued under the CompanyChartwell's 1992 Amended and Restated 1993 Stock Option Plan, 1997 Omnibus Stock Incentive Plan and the Company's 1988 1996 Non-Employee Director Stock Option Plan (togethercollectively, the "Stock Option Plans"), (iv) 25,045 shares of Chartwell Common Stock were reserved for issuance pursuant to the 1995 Employee Stock Purchase Plan and Sharesave Scheme 1997 (collectively, the "Stock Purchase Plans") (including shares of Chartwell Common Stock that were reserved for issuance pursuant to options granted pursuant to the 1995 Employee Stock Purchase Plan ("ESPP Stock Options") and Sharesave Stock Options then outstanding), (v) 10,000 334,532 shares of Company Series A Chartwell Common Stock were reserved for issuance upon the exercise of the Warrants listed in Section 3.1(c) of the Chartwell Disclosure Schedule and (vi) 125,000 shares of Junior Participating Cumulative Preferred Stock Stock, par value $1.00 per share, were reserved for issuance in connection with the rights (the "Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding ") issued pursuant to the Stock Plans on Rights Agreement dated as of May 22, 1997 (the date hereof "Rights Agreement"), between Chartwell and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule State Street Bank and exercise price of each such option held by such holderTrust Company. Except as set forth above, as at the close of the date of this Agreementbusiness on June 18, 1999, no shares of capital stock or other voting equity securities of the Company Chartwell were issued or outstanding or issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company Chartwell are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement Plans, the Stock Purchase Plans or the Warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.,

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 50,000,000 shares of Company Common Stock and 2,000,000 1,000,000 shares of preferred stock, par value $.01 .0001 per share ("Company the “Preferred Stock"”). As of the date of this Agreement, (i) 5,013,233 16,292,071 shares of Company Common Stock were issued and outstanding, (ii) outstanding and no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held in treasury or by the any Company in its treasury, (iv) 1,154,000 shares Subsidiary. As of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grantthis Agreement, number of 1,000,000 shares of Company Common Preferred Stock subject theretohave been designated as Class A Preferred Stock, expiration date, vesting schedule of which no shares were issued and exercise price of each such option held by such holderoutstanding. Except as set forth above, no other shares of capital stock are issued or outstanding as of the date of this Agreement, no . All issued and outstanding shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuanceCommon Stock are duly authorized, validly issued, fully paid and non-assessable and have no preemptive rights. As of the date of this Agreement, there were are no outstanding stock appreciation subscriptions, options, warrants, rights or rights (other arrangements or commitments obligating the Company to issue any shares of its capital stock other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) stock options to receive acquire up to 231,500 shares of Company Common Stock (the “Company Stock Options”) granted on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant prior to any options outstanding on the date hereof of this Agreement pursuant to the 2002 Stock Plans Option and Stock Bonus Plan, the 2003 Stock Option and Stock Bonus Plan, and the 2004 Stock Option Agreement and Appreciation Rights Plan (each as amended, collectively, the “Company Stock Plans”). Other than as contemplated above in this Section 3.02, there are not now, and at the Effective Time there will not be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, any outstanding bonds, debentures debentures, notes or other indebtedness or other securities of the Company having the right to vote (or securities convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of in this AgreementSection 3.02, there are no not outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was Company Subsidiary is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries Company Subsidiary or obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement agreement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. The authorized capital stock of the Company ----------------- consists solely of 20,000,000 shares of Company 52,400,000 Common Stock Shares and 2,000,000 1,600,000 shares of preferred stock, par value $.01 1.00 per share ("Company Preferred Stock")share, of Company. As of the date of this Agreement, hereof: (i) 5,013,233 shares of Company 21,333,398 Common Stock Shares were issued and outstanding, ; (ii) no shares of Company 170,000 Preferred Stock Shares were issued or and outstanding, ; (iii) 14,754 shares of Company 2,578,762 Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock Shares were reserved for issuance pursuant to options outstanding Options granted under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan Plans; (together, the "Stock Plans"), and (viv) 10,000 shares of Company Series A Junior Participating Preferred Stock 5,200,000 Common Shares were reserved for issuance in connection with the Rights. Section 3.03 upon conversion of the Company Disclosure Schedule sets forth each holder of each option outstanding Preferred Shares; (v) 1,407,973 Common Shares were reserved for issuance pursuant to outstanding Warrants issued under or evidenced by the Stock Plans on the date hereof Warrant Documents; and the date of grant, number of shares of Company (vi) no Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option Shares were held by such holderCompany in its treasury. Except as set forth abovein the immediately preceding sentence, as of the date of this Agreementhereof, no shares of capital stock or other voting equity securities of the Company were issued or outstanding or issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesExcept as specified above or in Section 4.1(d) of the Disclosure Schedule, and except for the Stock Option Agreement, neither Company nor any Subsidiary of Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (i) obligates Company or any Subsidiary of Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of Company or any Subsidiary of Company, (ii) restricts the transfer of any shares of capital stock of Company or any of its Subsidiaries, or (iii) relates to the voting of any shares of capital stock of Company or any of its Subsidiaries. No bonds, debentures debentures, notes or other indebtedness of the Company or any Subsidiary of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders the stockholders of the Company or any Subsidiary of Company may votevote are issued or outstanding. Except as set forth above, as specified in Section 4.1(d) of the date of this AgreementDisclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities all of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the each Subsidiary of Company have been duly authorized, validly issued, fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company, by Company and one or more such Subsidiaries, or by persons who are designees of Company or any a Subsidiary of its Subsidiaries. As Company in the case of foreign qualifying shares held by such persons in accordance with the laws of the jurisdiction of organization of certain foreign Subsidiaries of Company, free and clear of Liens (as hereinafter defined). Company has taken all necessary corporate action to authorize, reserve for issuance and permit the issuance of, and at all times from the date hereof until the Stock Option Agreement terminates will keep reserved for issuance upon exercise of this the option granted to Parent pursuant to the Stock Option Agreement, there are no outstanding contractual obligations all Common Shares or other securities which may be issuable pursuant to the Stock Option Agreement. All Common Shares or other securities which may be issuable pursuant to the Stock Option Agreement, upon issuance pursuant thereto, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all Liens. All Common Shares held pursuant to the Company to vote or to dispose Escrow Agreement, dated as of any shares July 18, 1996, by and among Xxxxxxx Information Systems, Inc., Xxxxx X. Xxxxx, as agent for the former stockholders of Cadre Technologies, and State Street Bank and Trust Company, as escrow agent, have been distributed in accordance with the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementterms thereof.

Capital Structure. The authorized capital stock of the Company Gotham consists of 20,000,000 190,000,000 shares of Company Common Stock common stock, $0.001 par value per share and 2,000,000 10,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). No other class or series of capital stock is authorized or outstanding. As of the date of this Agreementhereof and immediately prior to the Closing, (ia) 5,013,233 5,266,075 shares of Company Common Stock were Gotham’s common stock are issued and outstanding, and (iib) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were Gotham’ common stock are held by the Company Gotham in its treasury, (iv) 1,154,000 shares . As of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and immediately prior to the date of grantClosing, number of no shares of Company Common Stock subject thereto, expiration date, vesting schedule preferred stock are issued and exercise price of each such option held by such holderoutstanding. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company Gotham were issued or outstanding or issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of the capital stock of the Company Gotham are, and all such shares which that may be issued pursuant prior to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the New Jersey Statutes, the Gotham Charter, the Gotham Bylaws or any Contract to which Gotham is a party or otherwise bound. There are no notes, not any bonds, debentures debentures, notes or other indebtedness of the Company Gotham having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Gotham’ common stock may votevote (“Voting Gotham Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was Gotham is a party or by which any of them was it is bound (a) obligating the Company or any of its Subsidiaries Gotham to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, Gotham or any Voting Gotham Debt, (b) obligating Gotham to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Gotham. As of the date of this Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Gotham to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Gotham. The stockholder list provided to Oxys or any of its Subsidiaries. As counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the date of this Agreement, there are no issued and outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementGotham’ common stock.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of Common Stock, no par value per share (“Company Common Stock”), and 100,000 shares of Company Common Stock and 2,000,000 shares of preferred stockPreferred Stock, no par value $.01 per share ("“Company Preferred Stock"”). As At the close of the date of this Agreementbusiness on September 20, 2006, (i) 5,013,233 12,965,250 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or and outstanding, (iii) 14,754 no shares of Company Common Stock were held by the Company in its treasury, and (iv) 1,154,000 367,500 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and Company Warrants (defined below). At the Company's 1988 Stock Option Plan (togetherclose of business on September 20, 2006, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant had granted options to the Stock Plans on the date hereof and the date of grant, number of purchase 230,000 shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderunder the Company Option Plan. Except as set forth above, as at the close of the date of this Agreementbusiness on September 20, 2006, no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were There are no outstanding stock appreciation rights or rights (other than outstanding linked to the price of Company Options issued Common Stock and granted under the Stock Plans as set forth in subparagraph (iv) above) to receive Company Option Plan. All outstanding shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all such shares which that may be issued pursuant to any options outstanding on the date hereof pursuant prior to the Stock Plans and the Stock Option Agreement Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the FBCA, the Company’s articles of incorporation or bylaws or any contract to which the Company is a party or otherwise bound. There are no notes, not any bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders of the may vote (“Voting Company may voteDebt”). Except as set forth aboveabove or in the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts (as defined in Section 3.04(a)), arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was Company Subsidiary is a party or by which any of them was is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company capital stock. As of the date of this Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesCompany Subsidiary. As of the date of this Agreement, there are no outstanding contractual obligations Section 3.02 of the Company to vote or to dispose Disclosure Letter sets forth a true and complete list of any the outstanding Company Options and the outstanding Company Warrants together with the number of shares of Company Common Stock subject thereto and the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementexercise price thereof.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stockStock, par value $.01 per share share. Subject to any Permitted Changes ("Company Preferred Stock"as defined in Section 6.1(d). As ) there were, as of the date close of this Agreementbusiness on January 16, 1998: (i) 5,013,233 9,174,261 shares of Company Common Stock were issued and outstanding, ; (ii) no shares of Company Preferred Common Stock were issued or outstanding, are held in the treasury of the Company; (iii) 14,754 1,634,853 shares of Company Common Stock were held by are reserved for issuance upon exercise of outstanding Company Stock Options (of which options 190,500 shares will be cancelled prior to the Company in its treasury, consummation of the Offer); and (iv) 1,154,000 767,200 shares of Company Common Stock were reserved for issuance pursuant to options issuable upon exercise of outstanding under Warrants (the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"'Warrants'), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 4.3 of the Company Disclosure Schedule sets forth each holder of each option the exercise price for the outstanding pursuant to the Company Stock Plans on the date hereof Options and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderWarrants. Except as set forth above, as above or in Section 3.3 of the date of this AgreementDisclosure Schedule, no shares of capital stock or other voting equity securities of the Company were issued or outstanding or are issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights 8 issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement Plan including any increases pursuant to existing contractual obligations will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There Except as set forth on Section 4.3 of the Disclosure Schedule, there are no notes, outstanding bonds, debentures debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.,

Capital Structure. The authorized capital stock of the Company STH consists of 20,000,000 ten million (10,000,000) shares of Company STH Common Stock and 2,000,000 one million (1,000,000) shares of preferred stockClass A Preferred Stock, $1.00 par value $.01 per share (the "Company STH Preferred Stock"). As of the date of this AgreementMarch 31, 1998, (ia) 5,013,233 there were 4,840,000 shares of Company STH Common Stock were issued and outstanding, and no shares of STH Preferred Stock are issued and outstanding, (iib) no shares of Company STH Common Stock or STH Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company STH in its treasury, and (ivc) 1,154,000 139,200 shares of Company STH Common Stock were reserved for issuance pursuant to issuable upon the exercise of outstanding options outstanding (the "STH Options") under the Company's 1992 STH Stock Option Plan and Plan. STH has no outstanding bonds, debentures, notes or other obligations the Company's 1988 Stock Option Plan holders of which have the right to vote (together, or which are convertible into or exercisable for securities having the "Stock Plans"), and (vright to vote) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 stockholders of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans STH on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementany matter. All such issued and outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the STH Common Stock Plans and the Stock Option Agreement will be, when issued, are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to free of preemptive rights. Except (i) for the STH Options and (ii) as provided on Schedule 5.3 hereto, there are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate STH or any of the STH Subsidiaries to issue, transfer or sell any shares of capital stock of STH or any of the STH Subsidiaries. There are no notes, bonds, debentures debentures, notes or other indebtedness of the Company STH having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company STH may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of the Company STH or any of its the STH Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company STH or any of its Subsidiaries. As capital stock, voting securities or other securities or other ownership interests in any of the date STH Subsidiaries or make any material investment (in the form of this Agreementa loan, there are no outstanding contractual obligations capital contribution or otherwise) in any person (other than one of the Company STH Subsidiaries). Except as provided in Section 4.1(d), after the Effective Time, PMCT will have no obligation to vote issue, transfer or to dispose of sell any shares of the capital stock or other equity interest of STH or PMCT pursuant to any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementSTH Benefit Plan (as defined in Section 5.12).

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 400,000,000 shares of Company Common Stock and 2,000,000 50,000,000 shares of preferred stock, par value $.01 0.01 per share ("“Company Preferred Stock"”). As of the date of this Agreement, Agreement (i) 5,013,233 31,840,651 shares of Company Common Stock were issued and outstandingoutstanding (including the restricted shares of Company Common Stock set forth in Section 3.3(a) of the Company Disclosure Letter (the “Company Restricted Shares”)), (ii) no shares of Company Preferred Stock were issued or and outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 687,934 shares of Company Common Stock were reserved for issuance pursuant to options the settlement of outstanding under restricted stock unit awards granted pursuant to the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Company Equity Incentive Plan (together, the "Stock Plans"“Company RSUs”), and (viv) 10,000 2,134,091 additional shares of Company Series A Junior Participating Preferred Common Stock were reserved for issuance in connection with pursuant to the Rights. Section 3.03 terms of the Company Disclosure Schedule sets forth each holder Equity Incentive Plan (together with the shares described in (i), (ii) and (iii) the “Signing Capitalization”). The total number of each option Company shares of capital stock issued and outstanding pursuant and/or reserved for issuance, calculated immediately prior to the Stock Plans on Merger Effective Time, will not exceed the date hereof Signing Capitalization, other than any excess which is the result of any action or inaction by the Company Parties that is consented to by Parent in accordance with this Agreement. All issued and the date of grant, number of outstanding shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock is entitled to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of shares of Company Common Stock may vote. Section 3.3(a) of the Company may vote. Except as set Disclosure Letter sets forth abovea true, complete and correct list, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the outstanding Company or of any of its Subsidiaries or obligating Restricted Shares and Company RSUs, including the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As name of the date of this Agreement, there are no outstanding contractual obligations of the Person to whom such Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Restricted Shares and Company or any of its Subsidiaries. As of RSUs have been granted and the date of this Agreement, there are no outstanding contractual obligations of the on which such Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Restricted Shares and Company has delivered to Crane a complete and correct copy of the Rights AgreementRSUs were granted.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 400,000,000 Shares and 30,000,000 shares of Company Class B Common Stock and 2,000,000 shares of preferred stockStock, par $0.50 per value $.01 per share ("Company Preferred Stock"the “Class B Shares”). As of the date close of this Agreementbusiness on August 12, (i) 5,013,233 shares 2016, 19,681,478 Shares were outstanding and zero Class B Shares were outstanding. All of Company Common Stock were issued the outstanding Shares have been duly authorized and outstandingare validly issued, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were fully paid and nonassessable. Other than 1,206,048 Shares reserved for issuance pursuant to options under the G&K Services, Inc. Amended and Restated 1996 Directors’ Stock Incentive Plan, the G&K Services, Inc. 1998 Stock Option and Compensation Plan, as amended, and the G&K Services, Inc. Restated Equity Incentive Plan (2013) (the “Stock Plans”), the Company has no Shares reserved for issuance. There are no outstanding awards under the G&K Services, Inc. Amended and Restated 1996 Directors’ Stock Incentive Plan. After October 1, 2016, there will be no awards outstanding under the Company's 1992 G&K Services, Inc. 1998 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the RightsCompensation Plan. Section 3.03 4.2(a) of the Company Disclosure Schedule sets forth each holder Letter contains a correct and complete list of each option awards currently outstanding pursuant to under the Stock Plans on the date hereof and Plans, including the date of grant, number of shares of Company Common Stock subject theretoShares and, expiration datewhere applicable, vesting schedule and the exercise price of each such option held by such holderprice. Except as set forth above, as Each of the date of this Agreement, no outstanding shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As each of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures owned by the Company or other indebtedness by a direct or indirect wholly owned Subsidiary of the Company having the right to vote (or convertible intoCompany, or exchangeable for, securities having the right to vote) on any matters on which shareholders free and clear of the Company may voteall Liens. Except as set forth above, as above or in Section 4.2(a) of the date of this AgreementCompany Disclosure Letter, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem or otherwise acquire any shares of capital stock securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. As Upon any issuance of any Shares in accordance with the terms of the date Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of this Agreementall Liens. The Company does not have outstanding any bonds, there are no outstanding contractual debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company to vote or to dispose of on any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementmatter.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock 10,600,000 Shares and 2,000,000 894,000 shares of preferred stock, par value $.01 per share stock of the Company ("Company Preferred StockShares"). As At the close of business on the last business day immediately preceding the date of this Agreementhereof (the "Measurement Date"), (i) 5,013,233 shares of Company Common Stock 3,838,742 Shares were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock 3,336,419 Shares were held by the Company in its treasury, (iviii) 1,154,000 106,000 shares of Company Common Stock Series A Participating Preferred Stock, par value $1 per share (the "Participating Preferred"), were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans")Company Rights Agreement, and (viv) 10,000 shares of other than the Participating Preferred, no other Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderShares have been designated or issued. Except as set forth above, as at the close of business on the date of this AgreementMeasurement Date, no shares of capital stock or other voting securities of the Company or any Subsidiary were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As At the close of business on the date of this AgreementMeasurement Date, there were no outstanding stock options, stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock Shares on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementbasis. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are As of the close of business on the Measurement Date, there were no bonds, debentures, notes, bonds, debentures or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem redeem, exchange or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane Parent a complete and correct copy of the Rights Agreement, dated as of January 10, 1986 (the "Company Rights Agreement"), as amended and supplemented to the date hereof relating to rights ("Company Rights") to purchase Participating Preferred.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares 200 Million Shares. At the close of Company Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share business on the last business day immediately preceding the date hereof (the "Company Preferred StockRepresentation Date"). As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock 77,137,118 Shares were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock 8,030,820 Shares were held by the Company in its treasury, and (iviii) 1,154,000 shares of Company Common Stock 11,967,960 Shares were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Company Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as at the close of business on the date of this AgreementRepresentation Date, no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As At the close of business on the date of this AgreementRepresentation Date, there were no outstanding stock options, stock appreciation rights or rights (other than outstanding employee stock option or other rights ("Company Options issued Stock Options") to purchase or receive Company Common Stock granted under the Company Stock Plans as set forth in subparagraph (iv) abovePlans) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, except as set forth in of the Rights AgreementRepresentation Date, of the number of shares of Company Common Stock subject to Company Stock Options. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights. There are As of the close of business on the Representation Date, there were no bonds, debentures, notes, bonds, debentures or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date close of this Agreementbusiness on the Representation Date, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Except for agreements entered into with respect to the Company Stock Plans and except as set forth on Section 3.01(c) of the date Company Disclosure Schedule, as of this Agreementthe close of business on the Representation Date, there are were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem redeem, exchange or otherwise acquire acquire, or to register (under the federal or any state securities laws) for resale, any shares of capital stock of the Company or any of its Subsidiaries. As of the date close of this Agreementbusiness on the Representation Date, there are were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. (a) The authorized capital stock of the Company Republic consists of 20,000,000 the following: (a) 750,000,000 shares of Company Republic Common Stock Stock; and 2,000,000 (b) 50,000,000 shares of preferred stock, par value $.01 per share ("Company Republic Preferred Stock"). As At the close of the date of this Agreementbusiness on May 31, 2008, (i) 5,013,233 196,683,156 shares of Company Republic Common Stock and no shares of Republic Preferred Stock were issued and outstanding, (ii) no 14,894,412 shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Republic Common Stock were held by the Company Republic in its treasury, and (iviii) 1,154,000 21,841,334 shares of Company Republic Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan Republic Plans (together, the "Stock Plans"), and (v) 10,000 of which 9,114,157 shares of Company Series A Junior Participating Preferred Common Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option subject to outstanding pursuant to the Republic RSUs, Republic DSUs, Republic Stock Plans on the date hereof Options and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderRepublic Restricted Shares). Except as set forth above, as of the date of this Agreementhereof, no shares of capital stock or other voting securities of the Company were issued or outstanding or Republic are issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, Republic Common Stock have been duly authorized and all shares which may be validly issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Republic Charter, the Republic By-laws or any Contract to which Republic is a party or by which Republic is otherwise bound. Republic has made available to Allied a true and complete list, as of May 31, 2008, of all outstanding Republic Stock Options or other rights to purchase or receive shares of Republic Common Stock granted under the Republic Stock Plans, any other Republic Plan or otherwise by Republic or any of the Republic Subsidiaries, the number of shares of Republic Common Stock subject thereto and, if applicable, the expiration dates and exercise prices thereof. There is no Voting Republic Debt issued and outstanding. There are no notespreemptive or similar rights on the part of any holder of any class of securities of Republic or any Republic Subsidiary. Other than as contemplated by this Section 5.03, bondschanges since May 31, debentures 2008 resulting from the exercise of Republic Stock Options or other indebtedness the vesting of Republic RSUs or Republic DSUs or from the Company having the right to vote (issuance of Republic Stock Options, Republic RSUs, Republic DSUs or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except Republic Restricted Shares as set forth above, as of the date of this Agreementpermitted by Section 6.01(b), there are no outstanding securities, (A) options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company Republic or any of its Subsidiaries was Republic Subsidiary is a party or by which any of them was is bound (x) obligating the Company Republic or any of its Subsidiaries Republic Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, Republic or any Republic Subsidiary or any Voting Republic Debt, (y) obligating Republic or any Republic Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the date of this AgreementRepublic Common Stock, there are no (B) outstanding contractual obligations of the Company Republic or any of its Subsidiaries Republic Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company 24 Republic or any Republic Subsidiary or (C) voting trusts or other agreements or understandings to which Republic or any of its Subsidiaries. As the Republic Subsidiaries is a party with respect to the voting or transfer of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of Republic or any of its the Republic Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares 400,000,000 Shares, of Company Common Stock which 67,859,898 Shares were outstanding as of the close of business on February 18, 2008, and 2,000,000 10,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock")of which no shares are outstanding. As All of the date of this Agreementoutstanding Shares have been duly authorized and are validly issued, (i) 5,013,233 shares of Company Common Stock were issued fully paid and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were nonassessable. Other than 11,863,437 Shares reserved for issuance pursuant to options outstanding under the Company's 1992 ’s 1997 Omnibus Incentive Plan, 2003 Omnibus Incentive Plan, as amended, and 2006 Omnibus Incentive Plan, as amended, DBT Online Inc. Stock Option Plan and the Company's 1988 Stock Option Deferred Compensation Plan and Deferred Compensation Plan No. 2 (togethercollectively, the "“Stock Plans")”) and Shares subject to issuance under the Stock Plans, and (v) 10,000 shares of the Company Series A Junior Participating Preferred Stock were has no Shares reserved for issuance in connection with the Rightsor subject to issuance. Section 3.03 5.1(b)(i) of the Company Disclosure Schedule sets forth each holder Letter contains a correct and complete list as of each option outstanding pursuant to February 14, 2008 of options, phantom stock, restricted stock, deferred shares, share equivalent units and Stock-based performance units under the Stock Plans on Plans, including the date hereof and holder to whom the applicable security was issued, date of grant, type of award, term, number of shares of Company Common Stock subject theretoShares and, expiration datewhere applicable, vesting schedule and exercise price of each such option held by such holderper Share. Except as set forth above, as Each of the date of this Agreement, no outstanding shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As each of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesowned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, bondsfree and clear of any lien, debentures charge, pledge, security interest, claim or other indebtedness of the Company having the right to vote encumbrance (or convertible intoeach, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may votea “Lien”). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem or otherwise acquire any shares of capital stock securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. As Upon any issuance of Shares in accordance with the terms of the date Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of this Agreementany Liens. The Company does not have outstanding any bonds, there are no outstanding contractual debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company to vote or to dispose of on any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementmatter.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 20,000,000 shares of (i) 100,000,000 Company Common Stock Shares and 2,000,000 (ii) 1,000,000 shares of preferred stock, $0.001 par value $.01 per share ("“Company Preferred Stock"”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred Stock”). As At the close of the date of this Agreementbusiness on November 9, 2009, (i) 5,013,233 shares of 42,826,170 Company Common Stock Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the Xxxxxx.xxx, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were issued or outstandingreserved for issuance, (iii) 14,754 other than 100,000 shares of Company Common Series B Preferred Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Option Plan and Transfer & Trust Company LLC (the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v“Company Rights Agreement”) 10,000 providing for rights to acquire shares of Company Series A Junior Participating B Preferred Stock were reserved for issuance in connection with (the “Company Rights”). Section 3.03 The Company Stock Option Plan is the only benefit plan of the Company Disclosure Schedule sets forth each holder or its Subsidiaries under which any securities of each option outstanding the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Plans on Option Plan has been duly authorized and, if and when issued pursuant to the date hereof terms thereof, will be validly issued, fully paid, nonassessable and the date free of grant, number of preemptive rights. No shares of Company Common Preferred Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderare issued or outstanding. Except as set forth above, as above and except for the issuance of Company Shares upon the date exercise of this AgreementCompany Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company were issued or outstanding or are issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights except for (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph i) this Agreement and (ivii) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements puts or undertakings of any kind Contracts to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, redeem or sellotherwise acquire, or cause to be issued, delivered or delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement put or undertakingContract. As of the date of this Agreement, there are no the Company does not have any outstanding contractual bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of its Subsidiaries to repurchase, redeem their respective officers or otherwise acquire directors is a party concerning the voting of any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. (i) The authorized capital stock of the Company PTC consists of 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred common stock, without par value $.01 per share ("Company Preferred PTC Common Stock"). As of the date of this Agreement, (i) 5,013,233 1,026,401 shares of Company Common Stock were issued and which are outstanding, (ii) no an aggregate of 30,731 shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were which are reserved for issuance in connection with outstanding stock options (each a "PTC Option") granted under the Rights. Section 3.03 of PTC Incentive Stock Option Plan (the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the "PTC Stock Plans on the date hereof Option Plan") and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital which are held by PTC in its treasury; and 1,000,000 shares of preferred stock, no par value, with respect to which the board of directors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights. No shares of preferred stock are outstanding, reserved for issuance or held by PTC in its treasury. (ii) No bonds, debentures, notes or other voting indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of the Company were PTC may vote ("Voting Debt") are issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company PTC Common Stock are, and all shares which any PTC Common Stock that may be issued pursuant to the exercise of any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement stock option will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to voteiii) on any matters on which shareholders of the Company may vote. Except as set forth aboveherein, in any PTC SEC Document (as of defined in Section 3.1(d) hereof) filed prior to the date of hereof or the letter dated and delivered to IUB on the date hereof (the "PTC Letter"), which relates to this AgreementAgreement and is designated therein as being the PTC Letter, there are is no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right (including any preemptive right), commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company commitment or any other agreement of its Subsidiaries any character that PTC or any Subsidiary is a party to, or may be bound by, requiring it to repurchaseissue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or otherwise acquire any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of the Company PTC or any Subsidiary, or to provide funds to, or make an investment (in the form of its Subsidiaries. As a loan, capital contribution or otherwise) in, any of PTC's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other corporation, partnership, firm, individual, trust or other legal entity (each, and any group of any two or more of the foregoing, a "Person"). (iv) Except as set forth in any PTC SEC Document filed prior to the date of hereof or the PTC Letter, and except for this Agreement, there are is no outstanding contractual obligations of voting trust or other agreement or understanding to which PTC or any Subsidiary is a party, or may be bound by, with respect to the Company to vote or to dispose of any shares voting of the capital stock of PTC or any Subsidiary. (v) Since December 31, 1994, except as set forth in any PTC SEC Document filed prior to the date hereof or the PTC Letter, PTC has not (A) issued or permitted to be issued any shares of its Subsidiaries. The Company has delivered capital stock, or securities exercisable for or convertible into shares of capital stock, of PTC or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of PTC or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to Crane shareholders of PTC dividends or other distributions on the outstanding shares of capital stock of PTC, other than regular quarterly cash dividends at a complete and correct copy rate not in excess of the Rights Agreement.regular quarterly cash dividend most recently declared by PTC prior to September 30, 1997. 6

Capital Structure. The authorized capital stock of the Company UCP consists of 20,000,000 800,000,000 shares of Company Common Stock common stock, par value $0.0001 per share, and 2,000,000 shares 200,000,000shares of preferred stock, par value $.01 0.0001 per share ("Company Preferred Stock")share. As of the date of this Agreement, (i) 5,013,233 There are 39,500,000 shares of Company Common Stock were UCP’s common stock and 0 shares of UCP’spreferred stock issued and outstanding, (ii) no . No shares of Company Preferred Stock were issued UCP’s common stock or outstanding, (iii) 14,754 shares of Company Common Stock were preferred stock are held by the Company UCP in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of in the date of this AgreementUCP Disclosure Letter or the SEC Reports, no other shares of capital stock or other voting securities of the Company UCP were issued or outstanding or issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of the capital stock of the Company UCP are, and all such shares which that may be issued pursuant prior to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the Nevada Revised Statutes, the UCP Charter, the UCP Bylaws or any Contract to which UCP is a party or otherwise bound. There are no notes, not any bonds, debentures debentures, notes or other indebtedness of the Company UCP having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company UCP’s common stock may votevote (“Voting UCP Debt”). Except as set forth above, as of in the date of this AgreementUCP Disclosure Letter, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was UCP is a party or by which any of them was it is bound (a) obligating the Company or any of its Subsidiaries UCP to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, UCP or any Voting UCP Debt, (b) obligating UCP to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of UCP. As of the date of this Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries UCP to repurchase, redeem or otherwise acquire any shares of capital stock of UCP. Except as set forth in the Company or UCP Disclosure Letter, UCP is not a party to any agreement granting any securityholder of its Subsidiaries. As of UCP the date of this Agreement, there are no outstanding contractual obligations of the Company right to vote or cause UCP to dispose of any register shares of the capital stock or other securities of any of its SubsidiariesUCP held by such securityholder under the Securities Act. The Company has delivered stockholder list provided to Crane Kapital is a complete current stockholder list generated by its stock transfer agent, and correct copy such list accurately reflects all of the Rights Agreementissued and outstanding shares of the UCP’s common stock.

Capital Structure. The As of the Execution Date, the authorized capital stock of the Company Buyer consists of 20,000,000 (a) 400,000,000 shares of Company Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and 2,000,000 (c) 1,000,000 shares of preferred stock, par value $.01 0.001 per share ("Company the “Buyer Preferred Stock"”). As At the close of the date of this Agreementbusiness on August 11, 2017: (i) 5,013,233 103,500,000 shares of Company Buyer Class A Common Stock were issued and outstanding, (ii) no 25,875,000 shares of Company Preferred Buyer Class B Common Stock were issued or and outstanding, (iii) 14,754 no shares of Company Common Buyer Preferred Stock were held by the Company in its treasuryissued and outstanding, and (iv) 1,154,000 shares 49,633,333 warrants, each entitling the holder thereof to purchase one share of Company Buyer Class A Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and at an exercise price of each such option held by such holder$11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock and Buyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except as set forth abovefor the Buyer Class B Common Stock and the Buyer Warrants, as there are no outstanding (a) securities of the date of this Agreement, no Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of the Company were issued Buyer, (b) options, warrants or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or other rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (ivincluding preemptive rights) above) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to receive shares acquire from any Person, and no obligation of Company Common Stock on a deferred basis granted under the Stock Plans or otherwiseBuyer to issue, except as set forth in the Rights Agreement. All outstanding any shares of capital stock or other equity interest or voting securities of the Company areBuyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, and all shares which may be issued pursuant to any options outstanding on the date hereof other than pursuant to the Stock Plans Forward Purchase Agreements and the rights of the Contributor, Bayou City, Highbridge, Management, the Kingfisher Contributor and the Riverstone Contributor to acquire shares of Buyer Class C Common Stock, Buyer Series A Preferred Stock Option and Buyer Series B Preferred Stock pursuant to this Agreement, the Kingfisher Contribution Agreement will beand the Riverstone Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests or rights, other than shares of Buyer Class C Common Stock. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than its direct and indirect equity interests in the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the Kingfisher Contribution Agreement or the Riverstone Contribution Agreement. The Buyer Class C Common Stock to be issued to the Contributor hereunder upon Closing or as Earn-Out Consideration, when issueddelivered, shall be duly authorized, authorized and validly issued, fully paid and nonassessable non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to preemptive rights. There are no notesto, bondsand not issued in violation of, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights (including preemptive rights), commitmentsOrganizational Documents, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any of its Subsidiaries was Buyer is a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause it is bound. The Buyer Series A Preferred Stock to be issued to Bayou City, Highbridge and Management hereunder upon Closing, when delivered, shall be duly authorized and validly issued, delivered fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or soldagreements to which Buyer is a party or by which it is bound. Other than the Founder Registration Rights Agreement or the Registration Rights Agreement, additional shares the Buyer has no obligation to register, on behalf of capital stock any stockholder or other voting security holder of the Buyer, any securities of the Company or of any of its Subsidiaries or obligating Buyer under the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementSecurities Act.

Capital Structure. The (i) As of the close of business on November 14, 2012, the authorized capital stock of the Company consists of 20,000,000 (A) 100,000,000 shares of Company Common Stock Stock, of which 28,225,241 shares were issued and 2,000,000 outstanding, and (B) 15,000,000 shares of preferred stock, par value $.01 0.001 per share ("Company Preferred Stock"). As share, of the date Company, none of this Agreement, (i) 5,013,233 which were issued and outstanding. All of the issued and outstanding shares of Company Common Stock were issued have been duly authorized and outstandingare validly issued, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan fully paid and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rightsnonassessable. Section 3.03 Each of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As each of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject and, to preemptive rights. There are no notes, bonds, debentures or other indebtedness the extent reflected in Section 5.1(a) of the Company having Disclosure Letter, is owned by the right to vote (Company or convertible into, a direct or exchangeable for, securities having the right to vote) on any matters on which shareholders indirect wholly owned Subsidiary of the Company may votefree and clear of any Lien. Except as set forth aboveAs of the close of business on November 14, 2012, there were 3,434,262 shares of Company Common Stock subject to outstanding Company Options and 3,174,850 shares of Company Common Stock were reserved for future option grants. The Company has delivered to Parent (or made available in a data room for review by Parent) true and complete copies of the Company’s form(s) of stock option agreement evidencing Company Options, as of well as any stock option agreement evidencing Company Options that deviates in any material respect from such form(s), and the date of this AgreementCompany Stock Incentive Plans. Other than the Company Options and options under the Company Employee Stock Purchase Plan, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or undertakings of commitments to issue or to sell any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem or otherwise acquire any shares of capital stock securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. As of the date of this Agreement, there are no outstanding contractual obligations Section 5.1(b)(i) of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane Disclosure Letter sets forth a complete and correct copy list, as of the Rights Agreementclose of business on November 14, 2012 and for each holder, of the number of shares of Company Common Stock subject to each Company Option or other rights to purchase or receive Company Common Stock held by such holder, together with the date of grant, the per share exercise price, the vesting schedule (including the extent vested to date and whether such Company Option or right is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events), and for any Company Option, whether such option is a nonstatutory stock option or an incentive stock option within the meaning of Section 422 of the Code.

Capital Structure. (i) The authorized capital stock of the Company Receiver consists of 20,000,000 150,000,000 shares of Company Receiver Common Stock Stock, par value $0.01 per share, and 2,000,000 1,000,000 shares of preferred stock, par value $.01 0.01 per share ("Company “Receiver Preferred Stock"”). As of the date of this AgreementMarch 16, 2008, (i) 5,013,233 56,926,477 shares of Company Receiver Common Stock were issued and outstanding, (ii) no shares of Company Receiver Preferred Stock were issued or outstanding, (iii) 14,754 no shares of Company Receiver Common Stock were held in treasury by the Company in its treasuryReceiver, (iv) 1,154,000 3,333 shares of Company Receiver Common Stock were reserved for issuance pursuant to options upon exercise of outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (togetherwarrants, the "Stock Plans"), and (v) 10,000 3,513,394 shares of Company Series A Junior Participating Preferred Receiver Common Stock were reserved for issuance upon the exercise of outstanding stock option awards under Receiver Stock Plans, (vi) 1,398,933 additional shares of Receiver Common Stock were reserved and available for issuance pursuant to future awards granted under Receiver Stock Plans, (vii) 401,446 shares of unvested restricted Receiver Common Stock were issued and outstanding and 899,269 Receiver Common Stock Units were outstanding, in connection with each case under Receiver Stock Plans, (viii) 7,329,424 shares of Receiver Common Stock were reserved for issuance upon conversion of Receiver’s outstanding 3.50% convertible senior debentures (the Rights“Convertible Debentures”) and (ix) 197,300 shares of Receiver Common Stock remain available for sale under Receiver’s employee stock purchase plan. Section 3.03 Schedule 4.1(c)(i) of the Company Receiver Disclosure Schedule sets forth each holder Letter contains a true and complete schedule as of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grantthis Agreement setting forth (as applicable) the holder, number, exercise or reference price, number of shares of Company Common Stock subject thereto, expiration datefor which it is exercisable, vesting schedule date and exercise price expiration date of each such outstanding option held by such holderto purchase Receiver Common Stock, other than options granted pursuant to Receiver’s employee stock purchase plan. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As Receiver are, as of the date of this Agreementhereof, there were no outstanding stock appreciation rights issued, reserved for issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All issued and outstanding shares of capital stock of the Company Receiver Common Stock are, and all shares of Receiver Common Stock which may be issued pursuant to any options outstanding on the date hereof pursuant exercise of an option to the purchase Receiver Common Stock Plans and the Stock Option Agreement will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementnonassessable.

Capital Structure. The authorized capital stock of the Company Provident consists of 20,000,000 150,000,000 shares of Company Provident Common Stock and 2,000,000 25,000,000 shares of preferred stock, par value $.01 1.00 per share share. At the close of business on November 17, 1998, (i) 135,406,403 shares of Provident Common Stock and no shares of preferred stock were issued and outstanding and (ii) 294,151 shares of Provident Common Stock were held by Provident in its treasury. As of November 17, 1998, collectively, 6,983,551 shares of Provident Common Stock were subject to options ("Company Preferred StockProvident Stock Options") granted under the Stock Plan of 1994, Stock Option Plan of 1989, Employee Stock Option Plan of 1998, Non-Employee Director Compensation Plan of 1998 and Amended and Restated Annual Management Incentive Compensation Plan of 1994 (collectively, the "Provident Stock Plans"). As of the date of this AgreementNovember 17, (i) 5,013,233 1998, there were 9,278,780 shares of Company Provident Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Provident Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as at the close of the date of this Agreementbusiness on November 17, 1998, no shares of capital stock or other voting securities of the Company Provident were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were There are no outstanding stock appreciation rights ("SARs") or rights (other than outstanding Company Options issued under the Provident Stock Plans as set forth in subparagraph (iv) aboveOptions) to receive shares of Company Provident Common Stock on a deferred basis granted under the Provident Stock Plans or otherwise. Schedule 3.01(c) of the Provident Disclosure Schedule sets forth a true and complete list, except as set forth in of November 17, 1998, of all Provident Stock Options, the Rights Agreementnumber of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company Provident are, and all shares which may be issued pursuant to any options outstanding on this Agreement or the date hereof pursuant to the Provident Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are As of the date of this Agreement, no notes, bonds, debentures debentures, notes or other indebtedness of the Company Provident having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company Provident may votevote are issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Provident or any of its Subsidiaries was subsidiaries is a party or by which any of them was is bound obligating the Company Provident or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company Provident or any of its Subsidiaries subsidiaries, or giving any person a right to subscribe for or acquire, any securities of Provident or any of its subsidiaries or obligating Provident or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of the Company Provident or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Provident or any of its Subsidiariessubsidiaries. As of the date of this Agreement, there There are no outstanding contractual obligations of the Company Provident to vote or to dispose of any shares of the capital stock of any of its Subsidiariessubsidiaries. The Company has delivered To the knowledge of Provident, each individual or entity executing the Stockholders Agreement contemporaneously with or prior to Crane the execution and delivery hereof is the record owner of, or is a complete and correct copy trustee of a trust that is the Rights record holder of, a number of shares of Provident Common Stock which is equal to the number of shares of Provident Common Stock set forth opposite such individual's or entity's name on Schedule A to the Stockholders Agreement.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share ("Company the “Preferred Stock"”), and 10,000,000 shares of Company Stock. As At the close of business on December 31, 2009 (the date of this Agreement“Capitalization Date”), (i) 5,013,233 5,210,950 shares of Company Common Stock were issued and outstanding, (ii) 52,000 shares of Company Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $2.43 per share, and (iii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as at the close of business on the date of this AgreementCapitalization Date, no shares of capital stock or other voting securities or equity interests of the Company were issued or outstanding or issued, reserved for issuanceissuance (other than with respect to such shares reserved for issuance upon the exercise of Company Stock Options) or outstanding. As There are no outstanding stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Stock on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company Stock (collectively, “Company Stock-Based Awards”). The Company has provided or made available to Parent a true and complete list, as of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than of each outstanding Company Stock Option and the exercise price thereof. The Company Stock is not listed on any national securities exchange. All Company Stock Options were issued under the Company Stock Plans and Schedule 3.03(a) is a true and correct list of the outstanding Company Stock Options as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementCapitalization Date. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Company Stock Plans and the Stock Option Agreement Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth aboveabove in this Section 4.03 and except for issuances of shares of Company Stock pursuant to the exercise of Company Stock Options, as (A) there are not issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities or equity interests of the date Company, (2) any securities of this Agreementthe Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, there are no outstanding securities, options, (3) any warrants, calls, rightsoptions or other rights to acquire from the Company, commitments, agreements, arrangements or undertakings and no obligation of any kind to which the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, or (4) any Company Stock-Based Awards, and (B) there are not any outstanding obligations of its Subsidiaries was a party or by which any of them was bound obligating the Company to repurchase, redeem or otherwise acquire any such shares of its Subsidiaries capital stock, equity interests or other securities or to register, issue, deliver or sell, or cause to be issued, delivered or sold, additional any such shares of capital stock stock, equity interests or other voting securities of securities. Neither the Company or of nor any of its Subsidiaries or obligating is a party to any voting Contract with respect to the Company or any voting of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementsecurities.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 (i) 100,000,000 shares of Company Common Stock and 2,000,000 (ii) 5,000,000 shares of preferred stockPreferred Stock, $0.0001 par value $.01 per share share, of which 150,000 shares have been designated in the Articles as “Series A Convertible Preferred Stock” ("the “Company Preferred Stock"”). As of the date of this Agreementhereof, (iA) 5,013,233 (x) 20,459,488 shares of Company Common Stock were are issued and outstanding, outstanding (iiy) no shares of Company Preferred Stock were are issued or and outstanding and (z) no other shares of capital stock are issued and outstanding, (iiiB) 14,754 14,912 shares of Company Common Stock were are held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), treasury and (vC) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company areare owned by a Subsidiary of the Company. As of the date hereof, 18,917,705 shares of Company Common Stock are reserved for issuance pursuant to outstanding Company Options of which 769,442 shares of Company Common Stock are reserved for issuance pursuant to outstanding 2000 Plan Company Options and 18,148,263 shares of Company Common Stock are reserved for issuance pursuant to outstanding 2006 Plan Company Options, 559,000 shares of Company Common Stock are reserved for issuance pursuant to outstanding Company Warrants, 2,800,000 shares of Company Common Stock are reserved for issuance pursuant to outstanding Company Deferred Stock and 5,100,541 shares of Company Common Stock are reserved for issuance under the Company Stock Plans. All outstanding shares of Company Common Stock, and all shares which may be issued pursuant to any options outstanding on of Company Common Stock reserved for issuance as noted in the date hereof pursuant to the Stock Plans and the Stock Option Agreement will bepreceding sentence, when issuedissued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and nonassessable non-assessable. All securities issued by the Company have been issued in compliance in all material respects with applicable Law. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and not subject to preemptive rights. There are no notesany required shareholder approval by the necessary number of votes or written consents, bonds, debentures or other indebtedness and each Company Option was made in accordance in all material respects with the terms of the applicable Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its SubsidiariesStock Plan and applicable Law. The per share exercise price of each Company has delivered to Crane Option was not less than the fair market value of a complete and correct copy share of Company Common Stock on the Rights Agreementapplicable grant date.

Capital Structure. The Except as set forth in Schedule 3.3 of the Company Disclosure Schedule, the authorized capital stock of the Company consists of 20,000,000 shares 50,000,000 Shares of Company Common Stock Stock, $.10 par value (the "Common Stock") and 2,000,000 10,000,000 shares of preferred stock, par value $.01 1.00 per share (the "Company Preferred StockShares"). As of the date of this Agreementhereof, (i) 5,013,233 10,627,875 shares of Company Common Stock were issued and outstanding and no Preferred Shares were issued and outstanding, (ii) no 1,647,995 shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance upon exercise of Options pursuant to options Option Plans, (iii) Options were outstanding under exercisable into 886,510 shares of Common Stock with an average exercise price of $17.74 and (iv) 203,365 shares of Common Stock were issued and are held in the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holdertreasury. Except as set forth aboveabove or on Schedule 3.3 of the Company Disclosure Schedule, as of the date of this Agreement, : (i) no shares of capital stock or other voting securities of the Company were issued or outstanding or are issued, reserved for issuance. As issuance or outstanding; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the date foregoing, and there are no other outstanding contractual rights to which the Company is a party the value of this Agreement, there were no outstanding stock appreciation rights or rights which is based on the value of Shares; (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iviii) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All all outstanding shares of capital stock of the Company are, and all shares Shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There ; and (iv) there are no notes, bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations Schedule 3.3 of the Company Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to vote or any Option Plan. Following the Effective Time, no holder of Options will have any right to dispose of any receive shares of the capital common stock of any the Surviving Corporation upon exercise of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementOptions.

Capital Structure. The authorized capital stock of the Company FPI consists of 20,000,000 shares, of which 15,000,000 shares of Company are designated Class A Common Stock, 3,500,000 shares are designated Class B Common Stock and 2,000,000 1,500,000 shares are designated Preferred Stock. Of the authorized capital stock of FPI, 9,274,007 shares of FPI Common Stock are issued and outstanding and 0 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were stock are issued and outstanding, (ii) no . The FPI Board of Directors has granted 3,449,000 options to purchase shares of Company Preferred FPI Common Stock were issued or that remain outstanding, (iii) 14,754 and has reserved for issuance 3,750,000 shares of Company FPI Common under the FPI Equity Incentive Plan. In addition, the FPI Board of Directors has granted warrants to purchase 441,078 shares of FPI Common Stock, but has not reserved any shares of FPI Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options such outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderwarrants. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting equity securities of the Company were issued or outstanding or FPI are issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, FPI are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness or other securities of the Company FPI having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company FPI may vote. The FPI Disclosure Schedule sets forth the outstanding capitalization of FPI, including a list of all holders of FPI Common Stock and their respective holdings. Except as set forth above, as of on the date of this AgreementFPI Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was FPI is a party or by which any of them was it is bound obligating the Company or any of its Subsidiaries FPI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries FPI or obligating the Company or any of its Subsidiaries FPI to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company FPI or any of its FPI Subsidiaries to repurchase, redeem or otherwise acquire or make any shares payment in respect of capital stock any securities of the Company or any of its SubsidiariesFPI. As of the date of this Agreement, there There are no outstanding contractual obligations agreements or arrangements pursuant to which FPI is or could be required to register FPI Common Stock or other securities under the Securities Act, or other agreements or arrangements with or among any security holders of the Company FPI with respect to vote or to dispose securities of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementFPI.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 50,000,000 shares of Company Common Stock and 2,000,000 10,000,000 shares of preferred stockPreferred Stock, par value $.01 per share ("Company Preferred Stock"). As At the close of the date of this Agreementbusiness on January 15, 1997, (i) 5,013,233 12,528,845 shares of Company Common Stock were issued and outstanding, (ii) no 1,071,514 shares of Company Preferred Common Stock were issued or outstanding, reserved for issuance upon the exercise of outstanding Company Options and 130,000 shares of Company Common Stock have been reserved for issuance for satisfaction of contractual obligations of the Company to grant options to current and future employees of the Company and (iii) 14,754 no shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreementhereof, there were are no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Preferred Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesAs of January 15, bonds1997, debentures or other indebtedness there were (i) 45 Company Options outstanding under the Company's 1995 Stock Incentive Plan (the "Employee Plan") to acquire 1,011,514 shares of Company Common Stock, and (ii) 4 Company Options outstanding under the Company's 1995 Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan") to acquire 60,000 shares of Company Common Stock. The foregoing stock option plans of the Company having are referred to herein as the right to vote "Stock Plans." Except for such Company Options, rights under the Company Rights Agreement (or convertible intoas defined below), or exchangeable for, securities having the right to vote) on any matters on which shareholders and contractual obligations of the Company may vote. Except as set forth above, as to grant options on a total of 130,000 shares of Company Common Stock to current and future employees of the date of this AgreementCompany, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane Disclosure Letter (as defined below) sets forth a complete and correct copy schedule of the Rights Agreementexercise prices for all outstanding Company Options as of January 15, 1997. Since January 15, 1997, no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Options already in existence on such date and the Company has not granted any stock options for any capital stock or other voting securities of the Company.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company Xxxx consists of 20,000,000 240,000,000 shares of Company common stock, par value $0.01 per share (“Xxxx Common Stock Stock”), and 2,000,000 10,000,000 shares of preferred stock, par value $.01 0.01 per share ("Company “Xxxx Preferred Stock"”). As At the close of the date of this Agreementbusiness on January 16, 2013, (i) 5,013,233 208,597,574.876 shares of Company Xxxx Common Stock were issued and outstanding, (ii) no shares of Company Xxxx Preferred Stock were issued or and outstanding, (iii) 14,754 50,000 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Xxxx Common Stock were reserved for issuance pursuant to the terms of outstanding options outstanding under granted pursuant to the Company's 1992 Xxxx Stock Option Plan and (iv) 950,000 shares of Xxxx Common Stock were available for grant under the Company's 1988 Xxxx Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the RightsPlan. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding Xxxx suspended sales pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, DRIP as of the date of this AgreementDecember 16, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth 2012 and such suspension remains in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementeffect. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Xxxx are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness Indebtedness of the Company Xxxx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the Company shares of Xxxx Common Stock may vote. Except as set Section 4.3(a) of the Xxxx Disclosure Letter sets forth abovea complete and correct list, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or total number of any of its Subsidiaries or obligating outstanding Xxxx Options under the Company or any of its Subsidiaries Xxxx Stock Option Plan and, with respect to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As each Xxxx Option outstanding as of the date of this Agreement, there (A) the number of shares of Xxxx Common Stock subject to such Xxxx Option, (B) the name of the holder of such Xxxx Option, (C) the per share exercise price, and (D) the grant date. There are no outstanding contractual obligations restricted stock, stock appreciation rights, restricted stock units, dividend equivalent rights, other equity compensation awards or other rights to purchase or receive Xxxx Common Stock granted under the Xxxx Stock Option Plan, or compensatory awards of units in the Company or any of its Subsidiaries to repurchaseXxxx Operating Partnership, redeem or otherwise acquire any shares of capital stock of other than the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its SubsidiariesXxxx Options. The Company has delivered per share exercise price of each Xxxx Option was not less than the fair market value of a share of Xxxx Common Stock on the applicable grant date. One (1) Business Days prior to Crane the Closing, Xxxx will provide to Spirit a complete and correct copy list that contains the information required to be provided in Section 4.3(a) of the Rights AgreementXxxx Disclosure Letter that is correct and complete as of the Closing Date.

Capital Structure. The (i) As of December 13, 1999, the authorized capital stock of the Company consists Monsanto consisted of 20,000,000 (A) 1,000,000,000 shares of Company Monsanto Common Stock, of which 636,072,551 shares were outstanding and 210,854,669 shares were held in the treasury of Monsanto (of which 420,880 shares were held in the treasury pursuant to the Monsanto Employee Stock Purchase Plan) and 2,000,000 (B) 10,000,000 shares of preferred stockPreferred Stock, without par value $.01 per share ("Company Monsanto Preferred Stock"). As , none of the date of this Agreement, (i) 5,013,233 which were outstanding and 700,000 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company which have been designated Series A Junior Participating Preferred Stock were and reserved for issuance in connection with the Rights. Section 3.03 upon exercise of the Company Disclosure Schedule sets forth each holder rights (the "Monsanto Rights") distributed to the holders of each option outstanding Monsanto Common Stock pursuant to the Stock Plans on the date hereof Rights Agreement dated as of January 26, 1990, between Monsanto and the date First Chicago Trust Company as successor to First National Bank of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth aboveBoston, as of Rights Agent, as amended (the date of this "Monsanto Rights Agreement"). Since December 13, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of 1999 to the date of this Agreement, there were have been no outstanding issuances of shares of the capital stock appreciation rights of Monsanto or any other securities of Monsanto other than issuances of shares (and accompanying Monsanto Rights) pursuant to options or rights (other than outstanding Company Options issued as of December 13, 1999 under the Monsanto Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementOption Plans. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Monsanto are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to preemptive rights. There are were outstanding as of December 13, 1999 no notesoptions, bonds, debentures warrants or other indebtedness of rights to acquire capital stock from Monsanto other than (x) the Company having Monsanto Rights, (y) the 6.50% Adjustable Conversion-rate Equity Security Units and (z) options representing in the aggregate the right to vote purchase no more than 99,134,339 shares of Monsanto Common Stock (or convertible intocollectively, or exchangeable forthe "Monsanto Stock Options") under the Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, securities having the right to vote) on any matters on which shareholders Xxxxxx Monsanto Stock Option Plan of 1986, the Company may vote. Except as set forth aboveMonsanto Management Incentive Plan of 1988/II, the Monsanto Management Incentive Plan of 1988/I, the NutraSweet/Monsanto Stock Plan of 1991, the Monsanto Management Incentive Plan of 1994, the Xxxxxx/Monsanto Stock Plan of 1994, the NutraSweet/Monsanto Stock Plan of 1994, the Monsanto Management Incentive Plan of 1996 and the Monsanto Shared Success Option Plan, as of each such plan has been amended (collectively, the "Monsanto Stock Option Plans"). No options or warrants or other rights to acquire capital stock from Monsanto have been issued or granted since December 13, 1999 to the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind . References in this Agreement to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating Monsanto Rights shall be deemed to include the Company or any of its Subsidiaries rights issued pursuant to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement, dated as of December 19, 1999, between Monsanto and EquiServe Trust Company N.A., as Rights Agent (the "New Monsanto Rights Agreement"), in substantially the form previously provided to PNU.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 50,000,000 shares of Company Common Stock Stock, par value $0.05 per share, and 2,000,000 no shares of preferred stock. At the close of business on March 25, par value $.01 per share ("Company Preferred Stock"). As of the date of this Agreement2000, (ia) 5,013,233 13,826,268 shares of Company Common Stock were issued and outstanding, (iib) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (ivc) 1,154,000 2,530,474 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), Plans and (vd) 10,000 252,260 shares of Company Series A Junior Participating Preferred Common Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Employee Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderPurchase Plan. Except as set forth aboveabove or in the Filed Company SEC Documents, as at the close of the date of this Agreementbusiness on March 25, 2000, no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, above or as of the date of this Agreementcontemplated herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party party, or by which any of them was bound it is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Company or any of its SubsidiariesCompany. As of Except for the date of this AgreementStockholders Agreement contemplated hereby, there are no outstanding contractual obligations of shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to vote or to dispose the voting of any shares of the capital stock of any of its Subsidiariesthe Company. The Company has delivered to Crane a complete and correct copy All of the Rights Agreement.outstanding capital stock of the Company's subsidiaries is owned by the Company (other than directors' qualifying shares), directly or indirectly, free and clear of any pledge, claim,

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 30,000,000 shares of Company Common Stock and 2,000,000 15,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As , of the date of this Agreement, (i) 5,013,233 which 810,810 shares have been designated as “Series A Preferred Stock,” 1,516,302.80 shares have been designated as “Series B Preferred Stock” and 3,750,000 shares have been designated as “Series C Preferred Stock.” There are issued and outstanding 11,454,316 shares of Company Common Stock were issued and outstanding, (ii) no 810,810 shares of the Company’s “Series A Preferred Stock,” 1,516,302.80 shares of the Company’s “Series B Preferred Stock” and 2,280,548.02 shares of the Company’s “Series C Preferred Stock” as of the date hereof. There are not outstanding any adjustments made or required to be made to the conversion rates applicable to Company Preferred Stock were issued set forth in Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”). There are no declared or outstanding, (iii) 14,754 accrued but unpaid dividends with respect to any shares of Company Common Stock were held by the or Company in its treasury, (iv) 1,154,000 Preferred Stock. Each share of Company Preferred Stock is convertible into Company Common Stock on a one-to-one basis. There are no other issued and outstanding shares of Company Common Capital Stock were reserved for issuance pursuant to options outstanding under as of the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rightsdate hereof. Section 3.03 2.2(a) of the Company Disclosure Schedule Letter sets forth each holder a true, correct and complete list (with names and addresses) of each option outstanding pursuant to (i) all of the Stock Plans on Company’s security holders as of the date hereof hereof, the number of shares, warrants, options or other rights owned and the date of grant, total number of shares of Company Common Stock subject theretoreserved under the Company’s Common Stock Option and Common Stock Purchase Plan (the “Company Stock Plan”), expiration date(ii) any Persons with rights to acquire Company securities (including all holders of outstanding Company Options, whether or not granted under the Company Stock Plan, the exercise or vesting schedule schedule, exercise price, and exercise price tax status of such options under Section 422 of the Code) pursuant to any agreement to which the Company is a party, and (iii) any Persons, to the knowledge of the Company, with rights to acquire Company securities pursuant to any agreement to which the Company is not a party, in each such option held by such holder. Except as set forth abovecase, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were hereof. All issued or and outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Capital Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to are free of any liens, charges, claims, encumbrances, preemptive rights. There are no notes, bondsrights of first refusal and “put” or “call” rights created by statute, debentures the Company’s organizational documents or other indebtedness of any agreement to which the Company having the right is a party or by which it is bound. Except for (A) outstanding Company Options to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders purchase 3,544,800 shares of Company Common Stock under the Company may vote. Except as set forth aboveStock Plan and 2,249,524 outstanding non-plan options for a total of 5,794,324 Company Options outstanding, as (B) outstanding Company Common Stock Warrants to purchase 310,439 shares of the date Company Common Stock, and outstanding Company Series C Warrants to purchase 342,082 shares of this AgreementSeries C Preferred Stock, and (C) outstanding Company Preferred Stock, there are no outstanding securities, options, warrants, calls, rights, commitmentscommitments or (written or oral) contracts, agreements, arrangements instruments, arrangements, understandings, commitments or undertakings of any kind undertakings, including leases, licenses, guarantees, sublicenses and subcontracts (each, a “Contract”), to which the Company or any of its Subsidiaries was is a party party, or by which any of them was bound it is bound, obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, after the date hereof any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries Capital Stock and/or Company Options or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting and/or waive any repurchase rights of, change the price of or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As Except as set forth in Section 2.2 of the date of this AgreementCompany Disclosure Letter, there are no outstanding contractual obligations Contracts relating to voting, purchase or sale of any Company Capital Stock (1) between or among the Company or and any of its Subsidiaries security holders, other than written contracts granting the Company the right to repurchasepurchase shares in connection with the termination of employment or service, redeem and (2) to the Company’s knowledge, between or otherwise acquire among any shares of capital stock of the Company’s security holders. All outstanding Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete securities were issued in compliance with all applicable federal and correct copy of the Rights Agreementstate securities laws.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 twenty million (20,000,000) shares of Company Common Stock and 2,000,000 one million (1,000,000) shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As At the close of the date of this Agreementbusiness on November 5, 1999, (i) 5,013,233 8,109,965 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by in the treasury of the Company in its treasury, or by Subsidiaries of the Company and (iviii) 1,154,000 1,880,799 shares of Company Common Stock were reserved for future issuance pursuant to options outstanding under the Company's 1992 1997 Stock Option Plan and the Company's 1988 Stock Option Plan Plan, as amended (together, the "Company Stock PlansPlan"), and (v) 10,000 . No shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rightsare outstanding. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as As of the date of this Agreement, except (i) as set forth above and (ii) as set forth in Section 4.2(a) of the Company Disclosure Letter, no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. The Company does not have any 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 the Company on any matter ("Voting Debt"). As of the date of this Agreement, there were no outstanding except for stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth options covering not in subparagraph (iv) above) to receive excess of 1,536,089 shares of Company Common Stock on a deferred basis granted issued under the Company Stock Plans or otherwise, Plan and except as set forth in the Rights Agreement. All outstanding shares of capital stock Section 4.2(a) of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this AgreementDisclosure Letter, there are no outstanding securities, or authorized options, warrants, calls, rightsrights or subscriptions, claims of any character, obligations, convertible or exchangeable securities or other commitments, agreementscontingent or otherwise, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement right or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementagreement (each an "Issuance Obligation").

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 200,000,000 shares of Company Common Stock and 2,000,000 500,000 shares of preferred stock, par value $.01 0.01 per share ("the “Company Preferred Stock"”, and together with the Company Common Stock, the “Company Capital Stock”). As At the close of business on March 31, 2010 (the date of this Agreement“Measurement Date”), (ia) 5,013,233 24,141,919 shares of Company Common Stock (which includes 612,444 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding, (iib) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (ivc) 1,154,000 1,731,521 shares of Company Common Stock were subject to outstanding Company Employee Stock Options (as defined in Section 6.04(f)) and 2,803,775 additional shares of Company Common Stock were reserved and available for issuance pursuant to options outstanding under the Company's 1992 Company Stock Option Plan and the Company's 1988 Stock Option Plan Plans (together, the "Stock Plans"), as defined in Section 6.04) and (vd) 10,000 no shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderissued or outstanding. Except as set forth above, as at the close of business on the date of this AgreementMeasurement Date, no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were no All outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all such shares which that may be issued pursuant to any options outstanding on the date hereof pursuant prior to the Stock Plans and the Stock Option Agreement Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract (as defined in Section 3.05(a)) to which the Company is a party or otherwise bound. There are no notes, bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was Company Subsidiary is a party or by which any of them was is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, arrangement commitment or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this AgreementCompany Subsidiary, there are no outstanding contractual obligations of other than pursuant to the Company to vote Stock Plans or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete 401(k) and correct copy of Employee Stock Ownership Plan (the Rights Agreement“Company ESOP”).

Capital Structure. The authorized capital stock of the Company Excel consists of 20,000,000 100 million shares of Company Excel Common Stock and 2,000,000 10 million shares of preferred stock, par value $.01 per share share, of Excel ("Company Excel Authorized Preferred Stock"). As At the close of the date of this Agreementbusiness on August 17, 1999, (i) 5,013,233 36,946,110 shares of Company Excel Common Stock were issued and outstanding, ; (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Excel Common Stock were held by the Company Excel in its treasury, ; (iii) no shares of Excel Authorized Preferred Stock were issued and outstanding; and (iv) 1,154,000 13,192,509 shares of Company Excel Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Program for non-qualified stock options, the Excel Amended and Restated 1997 Stock Option Plan, the Excel Amended and Restated 1997 Non-Employee Director Stock Option Plan, the Excel Employee Stock Purchase Plan and the Company's 1988 RAScom, Inc. 1996 Stock Option Plan (togethersuch plans, collectively, the "Excel Stock Plans") (of which 10,696,040 are subject to outstanding Excel Stock Options), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were There are no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Excel Stock Plans as set forth in subparagraph (iv) aboveOptions) to receive shares of Company Excel Common Stock on a deferred basis granted under the Excel Stock Plans or otherwise. Section 3.01(c) of the Excel Disclosure Schedule sets forth a complete and correct list, except as set forth in of August 17, 1999, of each holder of outstanding stock options or other rights to purchase or receive Excel Common Stock granted under the Rights Agreement. All outstanding Excel Stock Plans (collectively, "Excel Stock Options"), the date on which such holder was originally employed by Excel, the number of shares of capital stock Excel Common Stock subject to each such Excel Stock Option, the name of the Company are, and all shares which may be issued Excel Stock Plan pursuant to any options outstanding on the date hereof pursuant to the which such Excel Stock Plans Options were granted and the exercise prices of such Excel Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsOptions. There are no notes, No bonds, debentures debentures, notes or other indebtedness of the Company Excel having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Excel or any of its subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of Excel are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the Company may voteholders thereof) and not subject to preemptive rights. Except as set forth above, as in this Section 3.01(c) (including pursuant to the conversion or exercise of the date securities referred to above), and except for changes since June 30, 1999, resulting from the issuance of this AgreementExcel Common Stock as expressly permitted by Section 4.01(a)(ii), (x) there are no not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of Excel or any of its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by Excel), options(B) any securities of Excel or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, Excel or any of its subsidiaries, (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which the Company acquire from Excel or any of its Subsidiaries was a party or by which any subsidiaries, and no obligation of them was bound obligating the Company Excel or any of its Subsidiaries subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, Excel or any of its subsidiaries and (y) there are not any outstanding obligations of Excel or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other any such securities. Excel is not a party to any voting securities of agreement with respect to the Company or voting of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingsecurities. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of Other than the capital stock of of, or other equity interests in, its subsidiaries, Excel does not directly or indirectly beneficially own any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementsecurities or other beneficial ownership interests in any other entity.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 205,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.001 per share ("Company Preferred Stock")share. As of the date of this Agreementhereof, (ia) 5,013,233 41,887,260 shares of Company Common Stock were are issued and outstanding, none of which are subject to stock repurchase rights pursuant to the Option Plans, (iib) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were are held by the Company in its treasury, (ivc) 1,154,000 8,995,583 shares of Company Common Stock were are subject to outstanding Options, (d) 858,420 shares of Company Common Stock are reserved for issuance pursuant to options outstanding under the ESPP, (e) 13,045,592 shares of Company Common Stock are reserved for issuance pursuant to the Option Plans and (f) 200,000 shares of the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Cumulative Participating Preferred Stock were are reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderRights Agreement. Except as set forth above, as of the date of this Agreementhereof, no shares of capital stock or other voting securities of the Company were issued or outstanding or are issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Option Plans and the Stock Option Agreement will be, ESPP shall be when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures debentures, notes or other indebtedness of the Company or any Company Subsidiaries having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of the Company may votevote ("Voting Debt"). Except as set forth above, above or as set forth in Section 4.3 of the date of this AgreementCompany Disclosure Schedule, there are no outstanding securities, options, warrants, calls, conversion rights, stock appreciation rights, redemption rights, repurchase rights, preemptive rights, subscriptions or other rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was Company Subsidiary is a party party, or by which any of them was bound either is bound, obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities or assets of the Company or of any of its Subsidiaries Company Subsidiary or obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, conversion right, stock appreciation right, redemption right, repurchase right, preemptive right, subscription or other right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 shares (A) 150,000,000 Shares, of Company Common Stock which 48,890,405 Shares were outstanding as of the close of business on July 26, 2013; and 2,000,000 (B) 10,000,000 shares of preferred stock, par value $.01 0.001 per share ("Company Preferred Stock")share, of which none were outstanding as of the close of business on July 26, 2013. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the date close of this Agreementbusiness on July 29, (i) 5,013,233 shares of Company Common Stock were issued and outstanding2013, (ii) no shares of Company Preferred Stock were issued other than 10,445,945 Shares reserved or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved available for issuance pursuant to options outstanding under the Company's 1992 ’s 1998 Stock Option Plan, 2006 Equity Incentive Plan, 2012 Equity Incentive Plan and the Company's 1988 Stock Option Plan ESPP (togethercollectively, the "“Stock Plans"”), and (v) 10,000 shares of subject to the transactions contemplated by Section 7.13, the Company Series A Junior Participating Preferred Stock were has no Shares reserved for issuance in connection with the Rightsissuance. Section 3.03 5.2(a) of the Company Disclosure Schedule sets forth each holder Letter contains a correct and complete list of each option options, restricted stock units and all other Company Awards outstanding pursuant to under the Stock Plans on as of July 29, 2013, including the date hereof and the holder, date of grant, governing Stock Plan, term, number of shares of Company Common Stock subject theretoShares and, expiration datewhere applicable, vesting schedule and exercise price of each such option held by such holderprice. Except as set forth above, as Each of the date of this Agreement, no outstanding shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As each of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesfree and clear of any lien, bondscharge, debentures pledge, security interest, claim or other indebtedness of the Company having the right to vote encumbrance (or convertible intoeach, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may votea “Lien”). Except as set forth above, as of above and for any awards under the Stock Plans after the date of this Agreement, except for the rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of February 26, 2013, between the Company and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”), and except for preferred stock issued pursuant to this Agreement there are are, and as of the Closing Date there will be, no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating that obligate the Company or any of its Subsidiaries to issue, grant, extend sell, redeem or enter into repurchase any such security, option, warrant, call, right, commitment, agreement, arrangement shares of capital stock or undertaking. As other securities of the date Company or any of this Agreement, there are no outstanding contractual its Subsidiaries or any securities or obligations of the Company or any of its Subsidiaries convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem or otherwise acquire any shares of capital stock securities of the Company Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of its Subsidiaries. As any Shares in accordance with the terms of the date Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Except for preferred stock issued pursuant to this Agreement, there are no outstanding contractual obligations of the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to dispose vote) with the holders of Shares on any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementmatter.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 (A) 300,000,000 shares of Company Common Stock, of which 153,925,933 shares were outstanding as of September 30, 2003 and (B) 50,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are outstanding. Except for Company Common Stock issued upon exercise of Company Stock Options, no shares of Company Common Stock have been issued between September 30, 2003 and 2,000,000 the date hereof. All issued and outstanding shares of preferred stockthe capital stock of Company are duly authorized, par value $.01 per share validly issued, fully paid and nonassessable, and no class of capital stock is entitled to ("Company Preferred Stock")or has been issued in violation of) preemptive rights. As of the date of this Agreement, (i) 5,013,233 Other than 1,377,381 shares of Company Common Stock reserved for issuance under the Company ESPP (as defined in Section 4.1(b)), there were issued and outstandingoutstanding as of the date hereof no options, (ii) warrants or other rights to acquire capital stock from Company other than the Company Stock Options representing in the aggregate the right to purchase no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 more than 20,182,509 shares of Company Common Stock were held by under the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rightsor otherwise. Section 3.03 3.2(b) of the Company Disclosure Schedule sets forth each holder a complete and correct list of each option outstanding pursuant to (x) as of October 21, 2003, the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject theretoto Company Stock Options or other rights to purchase or receive Company Common Stock granted under the Company Stock Plans or otherwise, and the date of grant, vesting date, expiration date, vesting schedule and exercise price and holder of each such option held by such holder. Except as set forth aboveCompany Stock Option, (y) as of October 21, 2003, the number of shares of restricted Company Common Stock and deferred share rights outstanding, and the date of this Agreementgrant, no shares vesting date, expiration date and holder of capital stock each such share of restricted Company Common Stock or other voting securities deferred share rights and (z) the total amount of deductions withheld for the semi-annual offering period ending December 31, 2003, with respect to purchases to be made pursuant to the Company were issued or outstanding or reserved for issuanceESPP. As Upon any issuance of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive such shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock Section 3.2(b) of the Company areDisclosure Schedule, and all such shares which may of Company Common Stock will be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesfree and clear of any Lien, bondspledge, debentures security interest, claim or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may voteencumbrance. Except as set forth above, as As of the date of this Agreementhereof, there are no outstanding securities, options, warrants, calls, rights, commitments, shareholder agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which the Company or any of its Subsidiaries was is a party or by which any of them was it is bound obligating relating to the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCompany.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 fifteen million (15,000,000) shares of Company Common Stock and 2,000,000 one million (1,000,000) shares of preferred stock, par value $.01 .001 per share ("Company Preferred Stock"). At the close of business on May 18, 1999, (i) 3,730,135 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 740 shares of Common Stock were held in the treasury of the Company or by Subsidiaries of the Company and (iii) 413,389 shares of Common Stock were reserved for future issuance pursuant to the Company's 1995 Long-Term Incentive Plan and 1987 Statutory-Nonstatutory Stock Option Plan (collectively, the "Stock Option Plans"). No shares of Preferred Stock are outstanding. A total of 150,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock ("Series A Preferred Stock"), in connection with the Rights Agreement. As of the date of this Agreement, except (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, (ii) for the rights to purchase Series A Preferred Stock ("Rights") pursuant to the Rights Agreement and (iii) as of set forth in the date of this AgreementCompany SEC Documents (as hereinafter defined), no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. The Company does not have any 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 the Company on any matter ("Voting Debt"). As of the date of this Agreement, there were no outstanding except for stock appreciation rights or rights (other than outstanding Company Options options covering not in excess of 305,240 shares of Common Stock issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this AgreementPlans, there are no outstanding securities, or authorized options, warrants, calls, rightsrights or subscriptions, claims of any character, obligations, convertible or exchangeable securities or other commitments, agreementscontingent or otherwise, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement right or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementagreement (each an "Issuance Obligation").

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 200,000,000 shares of Company Common Stock and 2,000,000 Stock, 100,000 shares of Series A participating preferred stock, par value $.01 0.01 per share ("the “Company Series A Preferred Stock")”) and 50,000 shares of Company Series B Preferred Stock. As At the close of the date of this Agreementbusiness on June 30, (i) 5,013,233 2005, 61,609,494 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option issued and outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of 50,000 shares of Company Common Series B Preferred Stock subject thereto, expiration date, vesting schedule were issued and exercise price of each such option held by such holderoutstanding. Except as set forth above, as All of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, are duly authorized and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. There are no notes, bonds, debentures or other indebtedness Section 3.2 of the Company having the right to vote Disclosure Schedule sets forth a complete and accurate list of: (or convertible intoi) all Company Stock Plans, or exchangeable forindicating for each Company Stock Plan, securities having the right to vote) on any matters on which shareholders as of the date hereof, the number of shares of Company may voteCommon Stock issued under such Company Stock Plan, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) all outstanding Company Stock Options other than those granted following the date of this Agreement in compliance with Section 5.1(h) hereof, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof. Except as set forth above, and except for shares of Company Common Stock issuable pursuant to the Company’s 1990 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and as of permitted to be issued pursuant to Section 5.1(h) hereof following the date of this Agreement, Agreement and prior to the Closing Date (a) there are no outstanding securitiesshares of capital stock of the Company authorized, issued or outstanding; (b) there are no existing options, warrants, calls, preemptive rights, commitmentssubscription or other rights, agreements, arrangements or undertakings commitments of any kind character, relating to which the Company issued or any unissued capital stock of its Subsidiaries was a party or by which any of them was bound the Company, obligating the Company or any of its Subsidiaries to issue, deliver transfer, redeem, purchase or sell, sell or cause to be issued, delivered transferred, redeemed, purchased or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire sold any shares of capital stock of the Company or to otherwise make any payment in respect of its Subsidiaries. As of the date of this Agreement, any such shares; and (c) there are no outstanding contractual obligations rights, agreements or arrangements of any character which provide for any stock appreciation or similar right or grant any right to share in the equity, income, revenue or cash flow of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCompany.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 (i) 14,000,000 shares of Company Common Stock and 2,000,000 shares Stock, of preferred stock, par value $.01 per share ("Company Preferred Stock"). As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth abovewhich, as of the date of this Agreement, no 6,014,403 shares are issued and outstanding, and (ii) 1,000,000 shares of capital stock or other voting securities Preferred Stock, par value $.01 per share, none of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth abovewhich, as of the date of this Agreement, are issued and outstanding. No other capital stock of Company is authorized or issued and outstanding. All of the issued and outstanding shares of capital stock of Company and its Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not granted in violation of any statutory or contractual preemptive rights. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of the date hereof, the plans under which such options were granted and award agreements pursuant to which "non-plan" options were granted (collectively, the "STOCK PLANS"), and the Persons to whom such options were granted. Except as set forth in the Company Disclosure Schedule, there are no outstanding securitiessubscriptions, options, warrants, calls, rights, commitments, agreements, arrangements calls or undertakings of any kind other agreements or commitments pursuant to which the Company or any of its Subsidiaries was a party is or by which may become obligated to issue, sell, transfer or otherwise dispose of, or purchase, redeem or otherwise acquire, any shares of them was bound capital stock of, or other equity interests in, Company or its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, or enter into any such securitysubscription, optionoption , warrant, call, right, call or other agreement or commitment, agreement, arrangement or undertaking. As of the date of this Agreement, and there are no outstanding contractual obligations securities convertible into or exchangeable for any such capital stock or other equity interests. Company owns, directly or indirectly, all of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any issued and outstanding shares of capital stock of every class of its Subsidiaries, free and clear of all liens, security interests, pledges, charges and other encumbrances. Except for its ownership of 100% of the capital stock of Sunrise Publications, Inc., Company has no direct or indirect equity ownership interest in any corporation, limited liability company, partnership, joint venture or other business association. Neither Company nor any of its Subsidiaries. As of the date of this AgreementSubsidiaries is a party to any voting trust, there are no outstanding contractual obligations of the Company proxy or other voting agreement or understanding with respect to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 72,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.001 per share ("the “Company Preferred Stock"”). As At the close of business on March 8, 2019 (the date of this Agreement“Measurement Time”), (i) 5,013,233 34,528,289 shares of Company Common Stock were issued and outstanding, (ii) 1,458,334 shares of Company Common Stock were reserved and available for issuance pursuant to the Osiris Therapeutics, Inc. Amended and Restated 2006 Omnibus Plan, as amended (the “Company Incentive Plan”), and pursuant to such Company Incentive Plan, 590,751 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock (such options, together with any options granted thereunder after the Measurement Time, the “Company Stock Options”), and (iii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this AgreementMeasurement Time, no shares of capital stock or other voting securities of or equity interests in the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (ivSection 4.03(a) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Disclosure Letter sets forth each Company Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, outstanding as of the date of this AgreementMeasurement Time, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind including (to which the extent applicable) the Company or any Incentive Plan under which such Company Stock Option was granted, and the price at which such Company Stock Option may be exercised and whether such Company Stock Option is intended to be an “incentive stock option” within the meaning of its Subsidiaries was a party or Section 422 of the Code. Since the Measurement Time, (x) there have been no issuances by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of or equity interests in the Company or (including Company Stock Options), other than issuances of any shares of its Subsidiaries or obligating Company Common Stock pursuant to Company Stock Options outstanding as of the Measurement Time, and (y) there have been no issuances by the Company of options, warrants, rights, convertible or any of its Subsidiaries exchangeable securities, stock-based performance units or other rights to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries. As a nature accruing to the holders of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCommon Stock.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 350,000,000 shares of capital stock, which have been classified as 300,000,000 shares of Company Common Stock and 2,000,000 50,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As At the close of the date of this Agreementbusiness on May 20, 2023 (i) 5,013,233 134,224,313 shares of Company Common Stock were issued and outstanding, (ii) no 7,933,711 shares of Company Series A Preferred Stock were issued or and outstanding, (iii) 14,754 4,595,175 shares of Company Common Series C Preferred Stock were held by the Company in its treasuryissued and outstanding, (iv) 1,154,000 508,677 shares of Company Common Stock were reserved for issuance pursuant to options awards outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (togetherCompany 2018 Plan, the "Stock Plans"), and (v) 10,000 8,528,885 shares of Company Series A Junior Participating Preferred Common Stock were reserved for issuance in connection with the Rights. Section 3.03 upon a conversion of the Company Disclosure Schedule sets forth each holder awards of each option outstanding LTIP Units pursuant to the Stock Plans on the date hereof Company 2021 OP Plan and the date of grant, number of (vi) 172,921 shares of Company Common Stock subject theretoreserved for issuance upon conversion of Company Partnership Units. One hundred twenty thousand (120,000) shares of Company Preferred Stock is designated as Series B Preferred Stock, expiration datenone of which is outstanding, vesting schedule and exercise price of each such option held by such holderreserved for issuance in accordance with the stockholder rights plan adopted pursuant to the Company Rights Agreement (the “Company Rights Plan”). Except as set forth above, as All issued and outstanding shares of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive are and all shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwisereserved for issuance as noted above, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject to free of preemptive rights. There Except as set forth on Section 4.3(a) of the Company Disclosure Letter, there are no notes, outstanding bonds, debentures debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the shares of Company Common Stock or other equity holders of such Company Subsidiary may vote. Except as set forth above, as of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements other rights to purchase or undertakings of any kind to which receive the Company or any of its Subsidiaries was a party or by which any of them was bound obligating Common Stock granted under the Company Equity Plans, the company benefit plans or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or otherwise other voting securities of than the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementRestricted Stock.

Capital Structure. (a) The authorized capital stock of the Company Post consists of 20,000,000 100,000,000 shares of Company Post Common Stock and 2,000,000 20,000,000 shares of preferred stock, par value $.01 per share ("Company “Post Preferred Stock"”), of which 1,150,000 shares are designated as 8 1⁄2% Series A Cumulative Redeemable Preferred Shares with a liquidation preference of $50 per share (“Post Series A Preferred Stock”). As At the close of the date of this Agreementbusiness on August 12, 2016, (i) 5,013,233 53,506,370.0653 shares of Company Post Common Stock were issued and outstanding, (ii) no 867,846 shares of Company Post Series A Preferred Stock were issued and outstanding and no other shares of Post Preferred Stock were issued or outstanding, (iii) 14,754 159,210 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Post Common Stock were reserved for issuance pursuant to the terms of outstanding options outstanding under granted pursuant to the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), Post Equity Incentive Plans and (viv) 10,000 113,064 shares of Company Series A Junior Participating Preferred Post Common Stock were reserved for issuance in connection with the Rights. Section 3.03 upon redemption of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementPost OP Units. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Post are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock is entitled to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness Indebtedness of the Company Post having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the Company shares of Post Common Stock may vote. Except as set Section 4.3(a) of the Post Disclosure Letter sets forth abovea complete and correct list, as of the date of this Agreement, there of the total number of outstanding Post Options under the Post Equity Incentive Plans and the number of shares of Post Common Stock subject to each outstanding Post Option, the exercise price, and the grant date. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements other rights to purchase or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional receive shares of capital stock or other voting securities of Post Common Stock granted under the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem Post Equity Incentive Plans or otherwise acquire any shares of capital stock of other than the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementPost Options.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 40,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.001 per share ("“Company Preferred Stock"”). As At the close of the date of this Agreementbusiness on June 24, 2014: (iA) 5,013,233 16,392,503 shares of Company Common Stock were issued and outstanding, including no Company Restricted Shares; (iiB) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 2,816,376 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Company Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of which 1,621,125 shares of Company Common Stock were subject thereto, expiration date, vesting schedule and to issuance upon exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, outstanding Company Stock Options; (C) no shares of capital stock or other voting securities of the Company Preferred Stock were issued or outstanding or reserved for issuanceand outstanding; and (D) no Voting Debt was issued and outstanding. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, The term “Voting Debt” means bonds, debentures debentures, notes or other indebtedness of the Company or obligations having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of the Company may vote. Except All outstanding shares of Company Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all liens, pledges, charges, encumbrances, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, or other burdens, options or encumbrances of any kind (“Encumbrances”), except as set forth aboveon Schedule 3.1(b) of the Company Disclosure Schedule. Except for the Subsidiaries set forth on Schedule 3.1(a) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, as of the date of this Agreementhereof, any capital stock of, or other voting securities or equity interests in, any corporation, partnership, joint venture, association or other entity. Except for awards granted pursuant to the Company Stock Plans, there are outstanding: (1) no outstanding securitiesshares of capital stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of the Company or any Subsidiary of the Company; and (3) no options, warrants, calls, subscriptions, rights (including preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any Subsidiary of its Subsidiaries was the Company is a party or by which it is bound in any of them was bound case obligating the Company or any Subsidiary of its Subsidiaries the Company to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any Voting Debt or other voting securities of the Company or of any Subsidiary of its Subsidiaries the Company, or obligating the Company or any Subsidiary of its Subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries to repurchase, redeem is a party or otherwise acquire any shares of capital stock of by which the Company or any of its Subsidiaries. As of Subsidiaries is bound relating to the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose voting of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCompany.

Capital Structure. The As of February 21, 2000, the authorized capital stock of the Company IXnet consists of 20,000,000 100,000,000 shares of Company IXnet Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As of the date close of this Agreementbusiness on February 21, 2000, there were (i) 5,013,233 51,148,867 shares of Company IXnet Common Stock were issued and outstanding, ; (ii) no 0 shares of Company Preferred IXnet Common Stock were issued or outstanding, held in the treasury of IXnet; (iii) 14,754 907,557 shares of Company IXnet Common Stock were held by reserved for issuance upon exercise of authorized but unissued IXnet Options pursuant to the Company in its treasury, Stock Plans; and (iv) 1,154,000 9,053,409 shares of Company IXnet Common Stock were reserved for issuance pursuant to options issuable upon exercise of outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the RightsIXnet Options. Section 3.03 3.01(c) of the Company Disclosure Schedule sets forth the name of each holder of each option outstanding pursuant options to acquire shares of IXnet Common Stock, the Stock Plans on the date hereof number of options held and the date exercise prices of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderoptions. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting equity securities of the Company were issued or outstanding or IXnet are authorized, issued, reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights issuance or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementoutstanding. All outstanding shares of capital stock of the Company IXnet are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There Other than the IXnet Options, there are no notes, outstanding bonds, debentures debentures, notes or other indebtedness or other securities of the Company IXnet having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which shareholders stockholders of the Company IXnet may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company IXnet or any of its Subsidiaries was subsidiaries is a party or by which any of them was is bound obligating the Company IXnet or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company IXnet or of any of its Subsidiaries subsidiaries or obligating the Company IXnet or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of Except as set forth in the date of this AgreementRecent IXnet SEC Documents and except for such indebtedness which is not material to IXnet, IXnet and its subsidiaries have no indebtedness. Other than the IXnet Options, (i) there are no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company IXnet or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company IXnet or any of its Subsidiariessubsidiaries and (ii) there are no irrevocable proxies with respect to shares of capital stock of IXnet or any subsidiary of IXnet. As Except as set forth above or in Section 3.01(c) of the date of this AgreementDisclosure Schedule or in the Recent IXnet SEC Documents, there are no outstanding contractual obligations of the Company agreements or arrangements pursuant to vote which IXnet is or could be required to dispose of any register shares of IXnet Common Stock or other securities under the capital stock Securities Act or other agreements or arrangements with or among any securityholders of any IXnet with respect to securities of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementIXnet.

Capital Structure. (a) The authorized capital stock of the Company ARPI consists of 20,000,000 500,000,000 shares of Company ARPI Common Stock and 2,000,000 100,000,000 shares of preferred stock, $0.01 par value $.01 per share ("Company Preferred Stock")share. As At the close of business on the date of this Agreementhereof, (i) 5,013,233 32,206,102 shares of Company ARPI Common Stock were issued and outstanding, (ii) no shares of Company preferred stock of ARPI (“ARPI Preferred Stock Stock”) were issued or and outstanding, (iii) 14,754 372,898 shares of Company ARPI Common Stock were held by available for grant under the Company in its treasuryARPI Equity Incentive Plan, (iv) 1,154,000 175,000 shares of Company ARPI Common Stock were reserved for issuance pursuant to options upon redemption of outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans")ARP OP Units, and (v) 10,000 6,612,995 shares of Company Series A Junior Participating Preferred ARPI Common Stock were reserved for issuance in connection with the Rightsupon exchange of outstanding Exchangeable Notes. Section 3.03 4.3(a)(i) of the Company ARPI Disclosure Schedule Letter sets forth each holder of each option outstanding the “Exchange Rate” pursuant to the Stock Plans Notes Indenture, after giving effect to any adjustments, as in effect on the date hereof hereof. Section 4.3(a)(ii) of the ARPI Disclosure Letter sets forth the complete and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth abovecorrect list, as of the date of this Agreement, no of the total number of outstanding ARPI LTIP Units and ARPI Restricted Stock Awards, the number of shares of capital stock or other voting securities ARPI Common Stock into which such ARPI LTIP Units are convertible, the name of the Company were issued or outstanding or reserved for issuance. As of holder, the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under vesting status and criteria and the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementgrant date. All issued and outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, ARPI are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock is entitled to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness Indebtedness of the Company ARPI having the right to vote (or convertible into, or currently exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the Company shares of ARPI Common Stock may vote. Except as set forth above, as of the date of this Agreement, there There are no options to purchase ARPI Common Stock outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements under the ARPI Equity Incentive Plan or undertakings of any kind otherwise. There are no other rights to which the Company purchase or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional receive shares of capital stock ARPI Common Stock granted under the ARPI Equity Incentive Plan or otherwise, other voting securities than upon redemption of ARP OP Units outstanding or issued to holders of ARPI LTIP Units under the Company ARP OP Agreement. There has been no “Adjustment Event” or of any of its Subsidiaries or obligating changes to the Company or any of its Subsidiaries to issue“Conversion Factor” under the ARP OP Agreement since May 11, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement2012.

Capital Structure. The authorized capital stock Except as set forth in Section 3.2 of the Company consists of 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stockUTI Disclosure Schedule, par value $.01 per share ("Company Preferred Stock"). As all of the date outstanding equity securities of this Agreementeach Subsidiary of UTI is owned by UTI, directly or indirectly, free and clear of any Liens, including any restriction on the right to vote, sell or otherwise dispose of such equity securities. At the close of business on February 2, 2001, (i) 5,013,233 37,569,461 shares of Company UTI Common Stock were validly issued and outstandingoutstanding fully paid and non-assessable and free of preemptive rights, (ii) no a total of 4,287,426 shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company UTI Common Stock were reserved for issuance pursuant to options upon exercise of then outstanding UTI Stock Options (as defined in Section 5.7) and UTI Warrants (as defined in Section 5.8), (iii) a total of 1,182,434 additional shares of UTI Common Stock were reserved for issuance under the Company's 1992 UTI Stock Option Plan and the Company's 1988 Plans (as defined in Section 5.7), (iv) 1,206,548 shares of UTI Common Stock Option Plan (together, the "Stock Plans")were held by UTI in its treasury, and (v) 10,000 no shares of Company Series A Junior Participating UTI Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option issued and outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company 50,000 were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were There are no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement"SARs"). All outstanding shares equity securities of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, UTI are validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, for UTI Stock Options and UTI Warrants outstanding as of the date of this AgreementAgreement and the additional shares of UTI Common Stock reserved for issuance under the UTI Stock Plans, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company UTI or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company UTI or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock equity securities or other voting securities of the Company UTI or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete True and correct copy copies of all agreements, instruments and other governing documents relating to the Rights AgreementUTI Stock Options, UTI Stock Warrants and UTI Stock Plans have been furnished to PEC.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 2,000,000,000 shares of Company Common Stock and 2,000,000 of which 1,669,861,379 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As Common Stock are outstanding as of the date hereof. Upon the Plan Effective Date and in accordance with the Plan of this AgreementReorganization, (i) 5,013,233 the authorized capital stock of the Reorganized Company will consist of such number of shares of Company Common Stock were issued and outstandingsufficient to effect the EFH Issuance, (ii) no of which the only outstanding shares will be the shares of Company Preferred Common Stock were issued or outstanding, (iii) 14,754 in the EFH Issuance. All of the outstanding shares of Company Common Stock were held by have been duly authorized and are validly issued, fully paid and non-assessable. Upon the Company in its treasury, (iv) 1,154,000 issuance of shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grantEFH Issuance, number of such shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may will be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as As of the date hereof, other than up to 34,864,474 shares of this AgreementCommon Stock issuable pursuant to the terms of outstanding awards under the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates (the “Company Stock Plan”), there are no options to purchase shares of Common Stock issued and outstanding. Upon the Plan Effective Date and in accordance with the Plan of Reorganization, there will be no options to purchase shares of Common Stock issued and outstanding. Except as provided in the Plan of Reorganization, upon the issuance of shares of Common Stock in connection with the EFH Issuance, there will be no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, performance units, xxxxxxxxxx xxxxxx, xxxxxxxxxx rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind that obligate the Reorganized Company to which the Company issue or sell any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting equity securities of the Company or of any of its Subsidiaries or obligating the Reorganized Company or any of its Subsidiaries securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to issuesubscribe for or acquire, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As equity securities of the date Reorganized Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. At the time of this Agreementissuance of shares of Common Stock in connection with the EFH Issuance, there are no outstanding contractual obligations all shares of Common Stock issued pursuant to the Plan of Reorganization will be issued in compliance with the registration requirements under, or an applicable exemption from, the Securities Act, and any applicable “blue sky” laws or will otherwise be exempt from such registration requirements pursuant to Section 1145 of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementBankruptcy Code.

Capital Structure. The authorized capital stock of the Company Target consists of 20,000,000 70,000,000 shares of Company Target Common Stock and 2,000,000 500,000 shares of preferred stock, par value $.01 1.00 per share share, of Target ("Company Target Authorized Preferred Stock"). As of the date of this AgreementApril 30, 2001, (i) 5,013,233 28,877,784 shares of Company Target Common Stock were issued and outstanding, ; (ii) no 3,085,609 shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Target Common Stock were held by the Company Target in its treasury, ; (iii) no shares of Target Authorized Preferred Stock were issued and outstanding; (iv) 1,154,000 1,824,322 shares of Company Target Common Stock were reserved for issuance pursuant subject to outstanding stock options outstanding (collectively, "Target Stock Options") granted under the Company's 1992 Target Stock Option Plan and the Company's 1988 Stock Option Plan Plans (together, the "Stock Plans"as defined below), ; and (v) 10,000 5,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the rights (the "Rights. Section 3.03 ") to purchase shares of the Company Disclosure Schedule sets forth each holder of each option outstanding Series A Junior Participating Preferred Stock issued pursuant to the Stock Plans on Renewed Rights Agreement dated as of July 30, 1997 (the date hereof "Rights Agreement") between Target and the date of grantBankBoston, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. N.A. Except as set forth aboveabove and except for shares of Target Common Stock issued upon the exercise of stock options referenced above subsequent to the close of business on April 30, 2001 and prior to the date of this Agreement, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company Target were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As There are no outstanding stock appreciation rights ("SARs") or rights (other than the Target Stock Options, restricted shares and restricted units) to receive shares of Target Common Stock on a deferred basis or other rights linked to the value of shares of Target Common Stock granted under the stock plans listed in Section 3.01(c) of the Target Disclosure Schedule (such plans, collectively, the "Target Stock Plans"). Outstanding Target Stock Options, are evidenced by stock option agreements and restricted stock purchase agreements in forms provided to Parent prior to the date of this Agreement, there were and no outstanding stock appreciation rights option agreement or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementrestricted stock purchase agreement contains terms that are inconsistent with such forms. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, No bonds, debentures debentures, notes or other indebtedness of the Company Target having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Target or any of its subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of Target are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the Company may voteholders thereof) and not subject to preemptive rights. Except as set forth above, as in this Section 3.01(c) (including pursuant to the conversion or exercise of the date of this Agreementsecurities referred to above), (x) there are no not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of Target or any of its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by Target), options(B) any securities of Target or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, Target or any of its subsidiaries or (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which the Company acquire from Target or any of its Subsidiaries was a party or by which any subsidiaries, and no obligation of them was bound obligating the Company Target or any of its Subsidiaries subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, Target or any of its subsidiaries and (y) there are not any outstanding obligations of Target or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other any such securities. Target is not a party to any voting securities of agreement with respect to the Company or voting of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingsecurities. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of Other than the capital stock of of, or other equity interests in, its subsidiaries, Target does not directly or indirectly beneficially own any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementsecurities or other beneficial ownership interests in any other entity.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 180,000,000 shares of Company Class A Common Stock, 55,000,000 shares of Class B Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.20 per share ("Company the “Preferred Stock"”). As of the close of business on March 31, 2011, (i) 45,683,260 shares of Class A Common Stock were issued and outstanding, (ii) 11,752,469 shares of Class B Common Stock were issued and outstanding, (iii) no shares of Preferred Stock were outstanding and (iv) 3,340,714 shares of Common Stock were held by the Company in its treasury. As of the close of business on March 31, 2011, (i) 5,761,318 shares of Class A Common Stock were subject to outstanding Company Options, (ii) 825,631 shares of Class A Common Stock were subject to Company Restricted Stock Awards, and (iii) other than 11,200,000 shares of Class A Common Stock reserved for issuance pursuant to the Company Option Plans and 150,284 shares of Class A Common Stock reserved for issuance pursuant to the ESPP, the Company has no shares of Class A Common Stock reserved for issuance under any equity compensation plan. Section 3.2(a) of the Company Disclosure Schedule sets forth as of the date of this Agreement, (i) 5,013,233 shares a list of all holders of Company Options, including the date of grant of such Company Options, the number of Shares of Class A Common Stock were issued subject to such Company Options and outstandingthe price per share at which such Company Options may be exercised, and (ii) no shares a list of all holders of Company Preferred Restricted Stock were issued or outstandingAwards, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and including the date of grant, grant and the number of shares of Shares subject to such Company Common Restricted Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holderAwards. Except as set forth above, as All of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, Common Stock have been duly authorized and all shares which may be validly issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, are fully paid and nonassessable and are not subject to any preemptive rights. There are no notesAll shares of Class A Common Stock issuable upon exercise of Company Options and the Company Restricted Stock Awards have been duly reserved for issuance by the Company, bonds, debentures or other indebtedness and upon issuance of such shares of Class A Common Stock in accordance with the terms of the Company having the right Option Plans, will be duly authorized, validly issued and fully paid and nonassessable and will not be subject to vote (any preemptive or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, similar rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 700,000,000 shares of Company Common Stock and 2,000,000 200,000,000 shares of preferred stock, par value $.01 0.001 per share ("the “Company Preferred Stock"”). As of the date close of this Agreementbusiness on June 12, 2015, (i) 5,013,233 58,611,848 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or and outstanding, (iii) 14,754 234,076 Company Restricted Shares were subject to outstanding awards granted pursuant to the Company Stock Plan, and (iv) 5,612,109 shares of Company Common Stock were held by available for grant under the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementPlan. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock of the Company is entitled to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company may vote. Except as set forth aboveDisclosure Letter sets forth, for each holder of Company Restricted Shares outstanding as of the date of this Agreement, there (A) the name of the holder of Company Restricted Shares, (B) the number of outstanding Company Restricted Shares, (C) the date of grant of such Company Restricted Shares, and (D) the vesting schedule for such Company Restricted Shares. There are no outstanding securitiesother rights, options, warrants, calls, stock or unit appreciation rights, commitmentsphantom stock or units, agreementsrestricted stock units, arrangements dividend equivalents or undertakings of any kind similar rights with respect to which the Company Common Stock or any of its Subsidiaries was a party or by which any of them was bound obligating Merger Partnership Units granted under the Company Benefit Plans or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or otherwise other voting securities than the Company Restricted Shares disclosed in Section 4.3(a) of the Company or Disclosure Letter. Each grant of any Company Restricted Shares was duly authorized no later than the date on which the grant of such Company Restricted Shares was by its Subsidiaries or obligating terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and any required stockholder approval by the necessary number of its Subsidiaries to issuevotes or written consents, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of and each Company Restricted Share grant was made in accordance in all material respects with the date of this Agreement, there are no outstanding contractual obligations terms of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete Stock Plan and correct copy of the Rights Agreementapplicable Law.

Capital Structure. The (i) As of December 13, 1999, the authorized capital stock of the Company consists Monsanto consisted of 20,000,000 (A) 1,000,000,000 shares of Company Monsanto Common Stock, of which 636,072,551 shares were outstanding and 210,854,669 shares were held in the treasury of Monsanto (of which 420,880 shares were held in the treasury pursuant to the Monsanto Employee Stock Purchase Plan) and 2,000,000 (B) 10,000,000 shares of preferred stockPreferred Stock, without par value $.01 per share ("Company Monsanto Preferred Stock"). As , none of the date of this Agreement, (i) 5,013,233 which were outstanding and 700,000 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company which have been designated Series A Junior Participating Preferred Stock were and reserved for issuance in connection with the Rights. Section 3.03 upon exercise of the Company Disclosure Schedule sets forth each holder rights (the "Monsanto Rights") distributed to the holders of each option outstanding Monsanto Common Stock pursuant to the Stock Plans on the date hereof Rights Agreement dated as of January 26, 1990, between Monsanto and the date First Chicago Trust Company as successor to First National Bank of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth aboveBoston, as of Rights Agent, as amended (the date of this "Monsanto Rights Agreement"). Since December 13, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of 1999 to the date of this Agreement, there were have been no outstanding issuances of shares of the capital stock appreciation rights of Monsanto or any other securities of Monsanto other than issuances of shares (and accompanying Monsanto Rights) pursuant to options or rights (other than outstanding Company Options issued as of December 13, 1999 under the Monsanto Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementOption Plans. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Monsanto are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to preemptive rights. There are were outstanding as of December 13, 1999 no notesoptions, bonds, debentures warrants or other indebtedness of rights to acquire capital stock from Monsanto other than (x) the Company having Monsanto Rights, (y) the 6.50% Adjustable Conversion-rate Equity Security Units and (z) options representing in the aggregate the right to vote purchase no more than 99,134,339 shares of Monsanto Common Stock (or convertible intocollectively, or exchangeable forthe "Monsanto Stock Options") under the Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, securities having the right to vote) on any matters on which shareholders Searxx Xxxsanto Stock Option Plan of 1986, the Company may vote. Except as set forth aboveMonsanto Management Incentive Plan of 1988/II, the Monsanto Management Incentive Plan of 1988/I, the NutraSweet/ Monsanto Stock Plan of 1991, the Monsanto Management Incentive Plan of 1994, the Searxx/Xxxsanto Stock Plan of 1994, the NutraSweet/Monsanto Stock Plan of 1994, the Monsanto Management Incentive Plan of 1996 and the Monsanto Shared Success Option Plan, as of each such plan has been amended (collectively, the "Monsanto Stock Option Plans"). No options or warrants or other rights to acquire capital stock from Xxxxxxxx xxxe been issued or granted since December 13, 1999 to the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind . References in this Agreement to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating Monsanto Rights shall be deemed to include the Company or any of its Subsidiaries rights issued pursuant to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement, dated as of December 19, 1999, between Monsanto and EquiServe Trust Company N.A., as Rights Agent (the "New Monsanto Rights Agreement"), in substantially the form previously provided to PNU.

Capital Structure. The As of the Execution Date, the authorized capital stock of the Company Buyer consists of 20,000,000 (a) 400,000,000 shares of Company Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and 2,000,000 (c) 1,000,000 shares of preferred stock, par value $.01 0.001 per share ("Company the “Buyer Preferred Stock"”). As At the close of the date of this Agreementbusiness on August 11, 2017: (i) 5,013,233 103,500,000 shares of Company Buyer Class A Common Stock were issued and outstanding, (ii) no 25,875,000 shares of Company Preferred Buyer Class B Common Stock were issued or and outstanding, (iii) 14,754 no shares of Company Common Buyer Preferred Stock were held by the Company in its treasuryissued and outstanding, and (iv) 1,154,000 shares 49,633,333 warrants, each entitling the holder thereof to purchase one share of Company Buyer Class A Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and at an exercise price of each such option held by such holder$11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock and Buyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for the Buyer Class B Common Stock and the Buyer Warrants, as set forth abovein the Organization Documents of Buyer, as there are no outstanding (a) securities of the date of this Agreement, no Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of the Company were issued Buyer, (b) options, warrants or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or other rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (ivincluding preemptive rights) above) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to receive shares acquire from any Person, and no obligation of Company Common Stock on a deferred basis granted under the Stock Plans or otherwiseBuyer to issue, except as set forth in the Rights Agreement. All outstanding any shares of capital stock or other equity interest or voting securities of the Company areBuyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, and all shares which may be issued pursuant to any options outstanding on the date hereof other than pursuant to the Stock Plans Forward Purchase Agreements and the rights of Contributor, the Xxxx Xxxx Contributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the Buyer Class C Common Stock, Buyer Series A Preferred Stock Option and Buyer Series B Preferred Stock pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement will beand the Kingfisher Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement or the Kingfisher Contribution Agreement. The Class C Common Stock to be issued to Contributor hereunder upon Closing, when issueddelivered, shall be duly authorized, authorized and validly issued, fully paid and nonassessable non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to preemptive rights. There are no notesto, bondsand not issued in violation of, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights (including preemptive rights), commitmentsOrganizational Documents, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any of its Subsidiaries was Buyer is a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause it is bound. The Buyer Series B Preferred Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, delivered fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or sold, additional shares of capital stock agreements to which Buyer is a party or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementby which it is bound.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 300,000,000 shares of Company Common Stock and 2,000,000 50,000,000 shares of preferred stock, $0.01 par value $.01 per share ("the “Company Preferred Stock"”). As At the close of the date of this Agreementbusiness on December 14, 2012, (i) 5,013,233 177,807,713 shares of Company Common Stock were issued and outstanding, including 17,400 shares of Company Restricted Stock, (ii) no shares of Company Preferred Stock were issued or and outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 8,000,000 shares of Company Common Stock were reserved for issuance pursuant to options the terms of outstanding under awards granted pursuant to the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Company Stock Plans"), and (viv) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of 7,982,000 shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of were available for grant under the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementPlans. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock of the Company is entitled to preemptive rights. There are no notes, outstanding bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the shares of Company Common Stock may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations Company Options outstanding. Section 4.3(a) of the Company or any Disclosure Letter, sets forth for each holder of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As Restricted Stock outstanding as of the date of this AgreementAgreement (A) the name with respect to the holder of Company Restricted Stock, there (B) the number of shares of outstanding Company Restricted Stock, (C) the date of grant of such Company Restricted Stock, and (D) the vesting schedule for such Company Restricted Stock. There are no outstanding contractual obligations other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock or Company Partnership Units other than the Company Options, Company Restricted Stock and Company Partnership Units disclosed on Section 4.3(a) of the Company Disclosure Letter. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to vote be effective by all necessary corporate action, including, as applicable, approval by the Company’s board of directors (the “Company Board”), or to dispose a committee thereof, and any required stockholder approval by the necessary number of any shares votes or written consents, and each Company Option and Company Restricted Stock grant was made in accordance in all material respects with the terms of the capital stock of any of its Subsidiariesapplicable Company Stock Plan and applicable Law. The per share exercise price of each Company has delivered Option was not less than the fair market value of a share of Company Common Stock on the applicable grant date. Immediately prior to Crane the Closing, the Company will provide to Parent a complete and correct copy list that contains the information required to be provided in Section 4.3(a) of the Rights AgreementCompany Disclosure Letter, that is correct and complete as of the Closing Date; provided, however, delivery of such updated schedule shall not cure any breach of this Section 4.3 for purposes of determining whether the applicable closing condition has been satisfied.

Capital Structure. The As of the date hereof, the authorized ----------------- capital stock of the Company consists of 20,000,000 10,000,000 shares of Company Common Stock and 2,000,000 1,000,000 shares of preferred stock, par value $.01 per share stock ("Company Preferred Stock"). At the close of business on the date immediately preceding the date of this Agreement, (i) 2,896,425 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 36,525 shares of Common Stock were reserved for future issuance pursuant to the Stock Option Plan and (iii) 22,954 shares of Common Stock were reserved for future sale and issuance pursuant to the Company's 1996 Salaried Employees' Stock Purchase Plan (the "Stock Purchase Plan"). No shares of Preferred Stock are outstanding. A total of 500,000 shares of Preferred Stock designated as Series A Cumulative Preferred Stock ("Series A Preferred Stock"), in connection with the Rights Agreement, have been reserved for issuance upon exercise of the Rights to purchase Series A Preferred Stock ("Rights") pursuant to the Rights Agreement. As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or authorized, issued, reserved for issuanceissuance or outstanding. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the shareholders of the Company on any matter ("Voting Debt"). As of the date of this Agreement, there except for not more than 15,000 outstanding Stock Options and not more than 172,725 shares of restricted stock all of which were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued awarded under the Stock Plans as set forth in subparagraph (iv) above) Option Plan, and except for options to receive purchase approximately $411,000 of shares of Company Common Stock on a deferred basis granted that will be accrued as of May 14, 2000 under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this AgreementPurchase Plan, there are no outstanding securities, or authorized options, warrants, calls, rightsrights or subscriptions, claims of any character, obligations, convertible or exchangeable securities or other commitments, agreementscontingent or otherwise, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities Voting Debt of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement right or undertakingagreement (each an "Issuance Obligation"). As of Except as contemplated by this Agreement or the date of this Rights Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or the capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 546,875,000 shares of Company Common Stock, of which 268,818,700 shares were outstanding as of July 21, 2005. Pursuant to the Company’s Rights Agreement, dated as of December 29, 1997, as amended as of May 12, 2000 (the “Rights Agreement”), each share of Company Common Stock has attached thereto a right (each a “Right” and collectively, the “Rights”) to purchase a fraction of a share of Company Common Stock (1.1719 shares of Company Common Stock and 2,000,000 shares at a price of preferred stock$9.60 per 1.1719 shares), par value $.01 per share ("Company Preferred Stock")subject to adjustment. As All of the date of this Agreement, (i) 5,013,233 issued and outstanding shares of Company Common Stock were issued have been duly authorized and outstandingare validly issued, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan fully paid and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rightsnonassessable. Section 3.03 Each of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As each of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures is owned by the Company or other indebtedness a direct or indirect wholly owned Subsidiary of the Company having free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth on Section 5.1(b) of the Company Disclosure Schedules and other than pursuant to (i) the Rights Agreement, (ii) the Company’s 1985 Stock Option Plan, the Company’s 1994 Stock Option Plan, the Company’s 1997 Employee Stock Option Plan, the Company’s 1999 Employee Stock Purchase Plan and the Company’s 2004 Incentive Compensation Plan (collectively, the “Company Stock Option Plans”), (iii) the Convertible Notes and (iv) the FGIT Warrant, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of the Company or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Section 5.1(b) of the Company Disclosure Schedules sets forth a complete and correct list, as of the date hereof and for each option grant, of the number of shares of Company Common Stock subject to options or other rights to purchase or receive Company Common Stock granted under the Company Plans or otherwise, together with the dates of grant and the exercise prices thereof. Except as set forth in Section 5.1(b) of the Company Disclosure Schedules and except for the Convertible Notes, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which shareholders with the stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of on any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementmatter (“Voting Debt”).

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 (i) 10,000,000 shares of Company Common Stock and 2,000,000 (ii) 5,000,000 shares of preferred stock, par value $.01 0.001 per share ("the “Company Preferred Stock"”). As At the close of business on the date of this Agreement, hereof: (i1) 5,013,233 3,112,932 shares of Company Common Stock were issued and outstanding, (ii) outstanding and no shares of Company Preferred Stock stock were issued or and outstanding, ; (iii2) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 1,530,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Company Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of which 1,351,259 shares of Company Common Stock were subject theretoto issuance upon exercise of options or awards granted to officers, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock directors or other voting securities employees of the Company were and the Subsidiaries; and (3) no Voting Debt (as defined below) was issued or outstanding or reserved for issuanceoutstanding. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, The term “Voting Debt” means bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders or other securityholders of the Company or any of the Subsidiaries may vote. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and are not entitled to preemptive rights. Schedule 3.1(b) of the Company Disclosure Schedule sets forth the authorized and issued or outstanding capital stock and other equity securities of each of the Subsidiaries (and the record holder thereof), and all of such capital stock or other equity securities of each of the Subsidiaries are validly issued, fully paid and nonassessable and are not entitled to preemptive rights. Schedule 3.1(b) of the Company Disclosure Schedule sets forth any liens, pledges, charges, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal or offer, or other burdens or options of any kind (collectively, “Liens”) applicable to the Company’s interest in the equity securities of the Subsidiaries. Schedule 3.1(b) of the Company Disclosure Schedule lists all outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company, any of the Subsidiaries or any other person any capital stock or other equity securities of the Company or any of the Subsidiaries, or securities convertible into or exchangeable for capital stock or other equity securities of the Company or any of the Subsidiaries. Except as set forth above, as in this Section 3.1(b) or on Schedule 3.1(b) of the date of this AgreementCompany Disclosure Schedule, there are outstanding: (1) no outstanding securitiesshares of capital stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of the Company or any of the Subsidiaries, and (3) no options, warrants, calls, rights (including preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which the Company or any of its the Subsidiaries was is a party or by which any of them was are bound in any case obligating the Company or any of its the Subsidiaries to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock stock, Voting Debt or other voting securities of the Company or of any of its Subsidiaries the Subsidiaries, or obligating the Company or any of its the Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are not any stockholder agreements, agreement, arrangement voting trusts or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of other agreements or understandings to which the Company is a party or any of its Subsidiaries by which it is bound relating to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose voting of any shares of the capital stock of the Company that will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no restrictions on the Company to vote the equity securities of any of its the Subsidiaries. The Company has delivered to Crane a complete and correct copy Except as set forth on Schedule 3.1(b) of the Rights AgreementCompany Disclosure Schedule, there are no agreements requiring the Company or any of the Subsidiaries to make contributions to the capital of, or lend or advance funds to, any of the Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company Anthem consists of 20,000,000 (A) 900,000,000 shares of Company Anthem Common Stock Stock, of which 261,588,822 shares were outstanding as of July 20, 2015 and 2,000,000 (B) 100,000,000 shares of preferred stock, without par value $.01 per share ("Company Preferred Stock")value, none of which are outstanding. As of the date of this Agreement, (i) 5,013,233 shares of Company Except for Anthem Common Stock were issued and outstanding, (ii) no shares upon exercise of Company Preferred Anthem Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this AgreementOptions, no shares of capital stock or other voting securities of the Company were Anthem Common Stock have been issued or outstanding or reserved for issuance. As of between July 20, 2015 and the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementhereof. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Anthem are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. Other than 5,843,466 shares of Anthem Common Stock reserved for issuance under the Anthem Employee Stock Purchase Plan (the “Anthem ESPP”), there were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Anthem other than the employee or director stock options exercisable for shares of Anthem Common Stock (the “Anthem Stock Options”) representing in the aggregate the right to purchase no more than 22,019,706 shares of Anthem Common Stock under any stock option or similar plan of Anthem (the “Anthem Stock Plans”) or otherwise. All shares of Anthem Common Stock to be issued in connection with the Merger and the other transactions contemplated hereby (including all shares of Anthem Common Stock to be issued with respect to the Cigna Stock Options, the Cigna Restricted Stock Awards described in Section 1.11(c) and the Converted Other Stock Awards) will, when issued in accordance with the terms hereof, have been duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in Section 8.13). There are no notesshareholder agreements, bonds, debentures voting trusts or other indebtedness of the Company having the right to vote (agreements or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind understandings to which the Company or any of its Subsidiaries was Anthem is a party or by which any of them was it is bound obligating relating to the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementAnthem.

Capital Structure. The authorized capital stock of the Company Purchaser consists of 20,000,000 200,000,000 shares of Company Common Purchaser Stock and 2,000,000 10,000,000 shares of preferred stockPreferred Stock, par value $.01 per share ("Company Purchaser Preferred Stock"). As At the close of the date of this Agreementbusiness on December 31, 1996, (i) 5,013,233 68,290,984 shares of Company Common Purchaser Stock were issued and outstanding, (ii) no shares of Company Purchaser Preferred Stock were issued or and outstanding, (iii) 14,754 8,813,520 shares of Company Common Purchaser Stock were reserved for issuance upon the exercise of stock options of the Purchaser, and (iv) no shares of Purchaser Stock were held by the Company Purchaser in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, Purchaser are validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesAs of December 31, bonds1996, debentures or other indebtedness there were options ("Purchaser Stock Options") outstanding, in the aggregate, under the Purchaser's Amended and Restated 1995 Employee Stock Option Plan, Amended and Restated 1996 Employee Stock Option Plan, and 1995 Stock Option Plan for Non-Employee Directors (collectively, the "Purchaser Option Plans") to acquire 5,811,868 shares of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may voteCommon Stock. Except as set forth abovefor such Purchaser Stock Options, as of the date of this AgreementDecember 31, 1996, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Purchaser or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company Purchaser or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company Purchaser or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company Since December 31, 1996, no shares of Purchaser's capital stock have been issued other than pursuant to the exercise of Purchaser Stock Options already in existence on such date, and the Purchaser has delivered to Crane a complete and correct copy not granted any stock options on any capital stock or other voting securities of the Rights Purchaser, except as may be consistent with past practice or as otherwise may be contemplated by this Agreement, in each case in a manner as would not preclude the Merger from being accounted for as a "pooling of interests." All of the shares of capital stock of NEWCO are owned by the Purchaser.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 150,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.01 per share ("“Company Preferred Stock"”). As At the close of the date of this Agreementbusiness on October 13, 2006, (i) 5,013,233 45,449,433 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 approximately 4,300,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Company 1994 Stock Option Plan, the Company 1995 Stock Option Plan, the Company 1997 Stock Option Plan, the Company Amended and Restated 1999 Stock Option Plan, the Company 2000 Stock Option Plan and the Company's 1988 Company 2002 Stock Option Plan (togethercollectively, the "“Company Stock Plans"”), and (v) 10,000 of which 2,925,854 shares of Company Common Stock were subject to outstanding options to purchase shares of Company Common Stock (collectively, and including any options to purchase shares of Company Common Stock granted after October 13, 2006, pursuant to the terms of this Agreement, “Company Stock Options”), (iii) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares and (iv) 5,000,000 shares of Company Preferred Stock designated as Series A Junior Participating Preferred Stock were reserved for issuance in connection with the rights (the “Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding ”) to be issued pursuant to the Stock Plans on Rights Agreement, dated as of August 11, 2000, between the date hereof Company and Xxxxx Fargo Bank, N.A. (as amended, the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder“Rights Agreement”). Except as set forth aboveabove in this Section 3.01(c), as at the close of the date of this Agreementbusiness on October 13, 2006, no shares of capital stock or other voting securities or equity interests of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer or rights of repurchase by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock. Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of October 13, 2006, of all outstanding Company Stock Options under the Company Stock Plans or otherwisePlans, except as the number of unpurchased shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise prices and vesting schedules thereof and the names of the holders thereof. Section 3.01(c) of the Company Disclosure Schedule also sets forth the aggregate number of unpurchased shares of Company Common Stock subject to outstanding Company Stock Options with exercise prices on a per share basis lower than $5.00 and the weighted average exercise price of such Company Stock Options. All Company Stock Options are evidenced by stock option agreements in the forms set forth in Section 3.01(c) of the Rights AgreementCompany Disclosure Schedule, and no stock option agreement contains terms that are inconsistent with such forms. With respect to the Company Stock Options, (A) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (B) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments or stipulations (“Legal Provisions”), including the rules and regulations of The NASDAQ Global Market and its predecessor markets (“Nasdaq”) or any other exchange on which Company securities are traded, (C) the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and (D) each such grant was properly accounted for in accordance with GAAP in the audited financial statements included in the Filed Company SEC Documents and disclosed in the Filed Company SEC Documents in accordance with the Exchange Act and all other applicable Legal Provisions. The Company has terminated the Company 2000 Employee Stock Purchase Plan (the “Company ESPP”), and no employee of the Company has any rights to purchase shares of Company Common Stock pursuant to the Company ESPP. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Company Stock Plans and the Stock Option Agreement Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth aboveabove in this Section 3.01(c), as (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the date Company, (B) any securities of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party convertible into or by which exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of them was bound obligating its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or of any of its Subsidiaries or obligating Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, grantany capital stock, extend voting securities, equity interests or enter securities convertible into or exchangeable or exercisable for capital stock or voting securities of any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Subsidiary of the date of this Agreement, there are no outstanding contractual Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of its Subsidiaries. As any Subsidiary of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights AgreementCompany.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 150,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stockStock, par value $.01 per share ("Company Preferred Stock")share. As of the date of this AgreementMay 15, 2002: (i) 5,013,233 22,932,876 shares of Company Common Stock were issued and outstanding, outstanding and (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasurytreasury or by the Company Subsidiary. At the close of business on May 15, (iv) 1,154,000 2002: 8,900,000 shares of Company Common Stock were reserved for issuance in the aggregate pursuant to options outstanding under the Company's 1992 Official Payments Corporation 1999 Stock Option Incentive Plan and the Company's 1988 Official Payments Corporation 2000 Stock Option Incentive Plan (togethercollectively, the "Company Stock Option Plans"), and (v) 10,000 of which 5,765,172 shares of were subject to outstanding Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the RightsOptions. Section 3.03 3.01(c) of the Company Disclosure Schedule sets forth each holder a true, correct and complete list, as of May 15, 2002, of each outstanding option outstanding pursuant to purchase shares of Company Common Stock issued under any Company Stock Option Plan (collectively, the "Company Stock Plans on Options"), including the date hereof and the holder, date of grant, exercise price and number of shares of Company Common Stock subject thereto, expiration date, vesting schedule thereto and exercise price of each such whether the option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementis vested and exercisable. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth abovein this Section 3.01(c), except for changes since May 15, 2002 resulting from the issuance of shares of Company Common Stock or Company Stock Options pursuant to the Company Stock Option Plans as permitted by Section 4.01(b), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the date Company, (B) any securities of this Agreementthe Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company and (C) any warrants, calls, or options to acquire from the Company, or obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, and (y) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which the Company to repurchase, redeem or otherwise acquire any of its Subsidiaries was a party such securities or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiariessecurities. The Company has delivered is not a party to Crane a complete and correct copy any voting agreement with respect to the voting of any such securities. Other than the Rights AgreementCompany Subsidiary, the Company does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity.

Capital Structure. The authorized capital stock of the Company Parent consists of 20,000,000 8,000,000 shares of Company Parent Common Stock and 2,000,000 Stock. The authorized capital stock of Sub consists of 1,000 shares of preferred common stock, without par value $.01 per share ("Company Preferred Stock")value, 100 of which are issued and outstanding and are held beneficially and of record by Parent. As At the close of business on the date of this AgreementMeasurement Date, (i) 5,013,233 5,228,896 shares of Company Parent Common Stock were issued and outstanding, (ii) no 578,135 shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Parent Common Stock were held by the Company Parent in its treasury, and (iviii) 1,154,000 589,575 shares of Company Parent Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 1986 Stock Option Plan, the 1996 Stock Option Plan, the 1988 Restricted Stock and Cash Bonus Plan and the Company's 1988 Stock Option Retirement Plan for Nonemployee Directors (togethersuch plans, collectively, the "Parent Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as at the close of business on the date of this AgreementMeasurement Date, no shares of capital stock or other voting securities of the Company Parent were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As At the close of business on the date of this AgreementMeasurement Date, there were no outstanding stock options, stock appreciation rights or rights (other than outstanding Company Options issued employee stock options or other rights ("Parent Employee Stock Options") to purchase or receive Parent Common Stock granted under the Parent Stock Plans as set forth in subparagraph (iv) abovePlans) to receive shares of Company Parent Common Stock on a deferred basis granted under the Parent Stock Plans or otherwise. The Parent Disclosure Schedule sets forth a complete and correct list, except as set forth in of the Rights AgreementMeasurement Date, of the number of shares of Parent Common Stock subject to Parent Employee Stock Options. All outstanding shares of capital stock of the Company Parent are, and all shares which may be issued, including shares to be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement this Agreement, will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are As of the close of business on the Measurement Date, there were no notes, bonds, debentures debentures, notes or other indebtedness or securities of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Parent may vote. Except as set forth aboveabove or as contemplated by Schedule 6.05(b), as of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company Parent or of any of its Subsidiaries or obligating the Company Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Except for agreements entered into with respect to the Parent Stock Plans, as of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding contractual obligations of the Company Parent or any of its Subsidiaries to issue, repurchase, redeem or otherwise acquire any shares of capital stock of the Company Parent or any of its Subsidiaries. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding contractual obligations of the Company Parent to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.

Capital Structure. The (i) As of March 17, 2000, the authorized capital stock of the Company consists OSI consisted of 20,000,000 (A) 80,000,000 shares of Company OSI Common Stock Stock, of which 23,004,105 shares were outstanding and 2,000,000 no shares were held in the treasury of OSI and (B) 4,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock")0.001per share, none of which were outstanding. As of the date of this AgreementSince March 17, (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant 2000 to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As of the date of this Agreement, there were have been no outstanding issuances of shares of the capital stock appreciation rights of OSI or any other securities of OSI other than issuances of shares pursuant to options or rights (other than outstanding Company Options issued as of March 17, 2000 under the Stock Benefit Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementOSI. All issued and outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, OSI are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to preemptive rights. There are were outstanding as of March 17, 2000 no notesoptions, bonds, debentures warrants or other indebtedness rights to acquire capital stock from OSI other than (x) options and other rights to acquire capital stock of OSI representing in the Company having aggregate the right to vote purchase 3,857,328 shares of OSI Common Stock (or convertible intocollectively, or exchangeable forthe "OSI Stock Options") ----------------- under the 1989 Stock Option Plan, securities having the right 1992 Officers and Directors Stock Option Plan, the 1997 Equity Incentive Plan and the 1997 Directors Stock Option (collectively, the "OSI Stock Option Plans") and (y) rights to votepurchase no ----------------------- shares of OSI Common Stock under the 1997 Employee Stock Purchase Plan (the "OSI --- Purchase Plan"). Section 3.2(b) on any matters on which shareholders of the Company may vote. Except as set OSI Disclosure Schedule sets forth abovea ------------- complete and correct list, as of March 17, 2000, of the date number of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock OSI Common Stock subject to OSI Stock Options or other voting securities rights to purchase or receive OSI Common Stock granted under the OSI Benefit Plans or otherwise, the dates of grant and the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreementexercise prices thereof.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares 10,000,000 Shares, of Company Common Stock which 3,200,009 Shares are issued and 2,000,000 outstanding as of the date of this Agreement, and 1,000,000 shares of preferred stock, par value $.01 1.00 per share (the "Preferred Shares"), of which none are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for or subject to issuance, except (A) 70,000 Preferred Shares, designated Series I Junior Preferred Stock, subject to issuance upon exercise of the rights (the "Rights") issued pursuant to the Rights Agreement, dated as of November 18, 1998 (the "Company Preferred StockRights Agreement"). As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by between the Company in its treasuryand American Stock Transfer & Trust Co., as Rights Agent, and (ivB) 1,154,000 shares of Company Common Stock were 755,000 Shares reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and stock option or other equity-based compensation plans identified in Section 5.1(c) of the Company's 1988 Stock Option Plan Company Disclosure Letter (togethercollectively, the "Company Stock Option Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option which options to acquire not more than 176,800 Shares are outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except as set forth above, as of the date of this Agreement. Section 5.1(c) of the Company Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Shares under the Company Stock Option Plans, no as hereinafter defined (each a "Company Option"), as of the date hereof, including the holder, date of grant, exercise price, vesting status and number of Shares subject thereto. All issued and outstanding shares of capital stock or other voting securities of the Company were issued or outstanding or reserved for issuance. As each of the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notesowned by the Company or a direct or indirect wholly owned Subsidiary of the Company, bondsfree and clear of any lien, debentures pledge, security interest, claim or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may voteencumbrance. Except as set forth above, above or as disclosed in Section 5.1(c) of the date of this AgreementCompany Disclosure Letter, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was a party or by which any of them was bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company authorized, issued or any of its Subsidiaries. As of the date of this Agreementoutstanding, and except as set forth above, there are no preemptive rights nor any outstanding contractual obligations of the Company to vote subscriptions, options, warrants, rights, convertible securities or to dispose other agreements or commitments of any shares of character (including any restriction on the capital stock of any of its Subsidiaries. The Company has delivered right to Crane a complete and correct copy of the Rights Agreement.vote, sell or otherwise

Capital Structure. The authorized capital stock of the Company Purchaser consists of 20,000,000 100,000,000 shares of Company Purchaser Common Stock Shares and 2,000,000 15,000,000 shares of preferred stockPurchaser Preferred Shares. On the date hereof 48,856,742 shares of Purchaser Common Shares are issued and outstanding, par value $.01 per share 3,030,303 shares of Purchaser Preferred Shares are issued and outstanding, 51,143,258 shares of Purchaser Common Shares are authorized but not issued, no shares of Purchaser Common Shares are reserved for issuance under the Purchaser's employee benefit or incentive plans pursuant to awards granted by the Purchaser (the "Company Preferred StockPURCHASER EMPLOYEE STOCK PLANS"), 1,757,500 shares of Purchaser Common Shares are issuable upon the exercise of outstanding options (the "PURCHASER OPTIONS") to purchase Purchaser Common Shares, no shares of Purchaser Preferred Shares are issuable upon the exercise of outstanding options, no Purchaser Common Shares are reserved for issuance for the Purchaser's Dividend Reinvestment Share Purchase Plan, and no Purchaser Common Shares are reserved for issuance pursuant to the Purchaser's Employee Share Purchase Plan. As of On the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder. Except except as set forth above, as of the date of above in this AgreementSECTION 4.03, no shares of capital stock or other voting securities of the Company Purchaser were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were The Purchaser has no outstanding stock appreciation rights or rights (other than outstanding Company Options issued under relating to the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights AgreementPurchaser. All outstanding shares of capital common stock and preferred stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, Purchaser are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There Except as set forth on SCHEDULE 4.03, there are no notes, bonds, debentures debentures, notes or other indebtedness of the Company Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company Purchaser may vote. Except as set forth abovein this SECTION 4.03, or as set forth in SCHEDULE 4.03, as of the date of this Agreement, Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Purchaser or any of its Subsidiaries was Purchaser Subsidiary is a party or by which any of them was bound such entity is bound, obligating the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or securities convertible into voting securities or other voting securities ownership interests of the Company Purchaser or of any of its Subsidiaries Purchaser Subsidiary or obligating the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (other than to the Purchaser or a Purchaser Subsidiary). As of the date of this AgreementExcept as set forth on SCHEDULE 4.03, there are no outstanding contractual obligations of the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary to repurchase, redeem or otherwise acquire any beneficial shares of capital stock interest of the Company Purchaser or any capital stock, voting securities or other ownership interests in any Purchaser Subsidiary or make any material investment (in the form of its Subsidiaries. As of the date of this Agreementa loan, there are no outstanding contractual obligations of the Company to vote capital contribution or to dispose of otherwise) in any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane Person (other than a complete and correct copy of the Rights AgreementPurchaser Subsidiary).

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 50,000,000 shares of Company Common Stock and 2,000,000 25,000,000 shares of preferred stock, par value $.01 0.01 per share (the "Company Preferred Stock"), of which 5,944,669 shares have been designated as Company Series A Preferred Stock and 3,125,000 of which have been designated Company Series B Preferred Stock. On the date hereof, (i) 7,546,932 shares of Company Common Stock are issued and outstanding; (ii) 5,944,669 shares of Company Series A Preferred Stock are issued and outstanding; (iii) 531,550 shares of Company Series B Preferred Stock are issued and outstanding; (iv) 2,234,969 shares of Company Common Stock are reserved for issuance pursuant to options to purchase shares of Company Common Stock ("Company Stock Options") issued and outstanding pursuant to the Plan; and (v) 2,534,324 shares of Company Common Stock are reserved for issuance upon exercise of the Warrants. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock were validly issued, fully paid and nonassessable and free of preemptive rights, and all of the Company Common Stock and Company Series A Preferred Stock issuable upon exercise of the Warrants will be validly issued, fully paid and nonassessible and free of preemptive rights upon such exercise. Except as set forth in Section 3.2 of the disclosure letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated the Company Disclosure Letter (the "Company Disclosure Letter"), the Plan is the only benefit plan, programs, policies, arrangements or agreements of the Company or its Subsidiaries under which any securities of the Company are issuable. As of the date of this Agreement, (i) 5,013,233 shares of Company Common Stock were issued except as set forth above and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by except for the Company in its treasury, (iv) 1,154,000 shares of Company Common Stock were reserved for issuance pursuant to options outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"), and (v) 10,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of the Company Disclosure Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and upon the exercise price of each such option held by such holder. Except as set forth above, as of the date of this AgreementCompany Stock Options, no shares of capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As of the date of this Agreement, there were no outstanding stock appreciation rights or rights except (other than outstanding Company Options issued under the Stock Plans i) as set forth above and (ii) as set forth in subparagraph (iv) above) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreement. All outstanding shares of capital stock Section 3.2 of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date of this AgreementDisclosure Letter, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements puts or undertakings of any kind agreements to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, purchase or sellredeem, or cause to be issued, delivered or delivered, sold, purchased or redeemed, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentput or agreement. True, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations complete and correct copies of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock Charter and the Bylaws of the Company, as amended (the "Company or any of its Subsidiaries. As of the date of this AgreementBylaws"), there are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has have been delivered to Crane a complete and correct copy of the Rights AgreementParent.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.01 per share ("the “Company Preferred Stock"” and, together with the Company Common Stock, the “Company Capital Stock”). As At the close of the date of this Agreementbusiness on July 2, 2007 (i) 5,013,233 45,276,650 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 7,680,976 shares of Company Common Stock were held by the Company in its treasuryas treasury shares, (iviii) 1,154,000 14,000,000 shares of Company Common Stock were reserved and available for issuance pursuant to options outstanding under the Company's 1992 ’s 1999 Stock Incentive Plan, as amended (the “1999 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans"Plan”), and (v) 10,000 500,000 shares of Company Series A Junior Participating Common Stock were reserved and available for issuance pursuant to the Company’s 2006 Directors Stock Incentive Plan (together with the 1999 Stock Option Plan, the “Company Stock Option Plans”), of which an aggregate of 2,797,092 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock from the Company (the “Company Stock Options”) and (iv) no shares of Company Preferred Stock were reserved for issuance in connection with the Rights. Section 3.03 of issued or outstanding or held by the Company Disclosure Schedule sets forth each holder as treasury shares. The Company has made available to Parent a list of each option outstanding pursuant to Company Stock Option issued as of July 2, 2007, the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject theretoissuable thereunder, the expiration date, vesting schedule date and the exercise price of each such option held by such holderthereof. Except as set forth above, as at the close of the date of this Agreementbusiness on July 2, 2007, no shares of Company Common Stock or other capital stock or other voting securities of the Company were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As Since the close of business on July 2, 2007 through the date of this Agreement, there were no outstanding stock appreciation rights or rights (other than in connection with the issuance of Company Common Stock pursuant to the exercise of Company Stock Options outstanding Company Options issued under the Stock Plans as of July 2, 2007 as set forth in subparagraph (ivon Section 3.01(c) above) to receive of the Company Disclosure Letter, no shares of Company Common Stock on a deferred basis granted under or other capital stock or voting securities of the Stock Plans or otherwise, except as set forth Company were issued and there has been no change in the Rights Agreementnumber of outstanding Company Stock Options. All outstanding shares of capital stock of the Company Capital Stock are, and all such shares which that may be issued pursuant to any options outstanding on the date hereof pursuant prior to the Stock Plans and the Stock Option Agreement Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. There are no notesright, bonds, debentures subscription right or other indebtedness any similar right under any provision of the Company having the right to vote (or convertible intoPBCL, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may voteArticles, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except for any obligations under any Company Stock Plan or as otherwise set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements or undertakings of any kind Contracts to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound (i) obligating the Company or any of its Subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or (ii) obligating the Company or any of its Subsidiaries such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentconvertible or exchangeable security, agreement, arrangement stock-based performance unit or undertakingContract. As of the date of this AgreementExcept as set forth above, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariessuch Subsidiary. As of the date of this Agreementthe most recent financial statements included in the Company’s SEC Documents, there are no the only principal amount of outstanding contractual obligations Indebtedness of the Company to vote and its Subsidiaries or to dispose principal amount of outstanding Indebtedness of any shares of other Person that is guaranteed by the capital stock of Company or any of its Subsidiaries. The Company has delivered to Crane Subsidiaries (excluding any (x) intercompany amounts, (y) undrawn letters of credit and (z) a complete principal amount of outstanding Indebtedness not in excess of $5,000,000 in the aggregate) is $62.0 million under the Company’s Loan Agreement, dated as of April 12, 2001, as amended, with First Union National Bank, N.A., as administrative agent, and correct copy of the Rights Agreementcertain lenders named therein.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 twenty million (20,000,000) shares of Company Common Stock and 2,000,000 shares common stock. At the close of preferred stock, par value $.01 per share business on the last business day immediately preceding the date hereof (the "Company Preferred StockMeasurement Date"). As of the date of this Agreement, (i) 5,013,233 two million one hundred four thousand two hundred fifty-three (2,104,253) shares of Company Common Stock were issued and outstanding, (ii) no eight hundred fifty-eight thousand eight hundred eighty-one (858,881) shares of Company Preferred Stock were issued or outstanding, (iii) 14,754 shares of Company Common Stock were held by the Company in its treasury, (iviii) 1,154,000 nine hundred thousand (900,000) shares of Company Common Stock were reserved for issuance pursuant to options upon exercise of then outstanding under the Company's 1992 Stock Option Plan and the Company's 1988 Stock Option Plan (together, the "Stock Plans")Options, and (viv) 10,000 one hundred thousand (100,000) shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Rightsunder outstanding -7- Warrants. Section 3.03 A full and complete list of all material terms of the Company Disclosure Options and Warrants are attached hereto as Schedule sets forth each holder of each option outstanding pursuant to the Stock Plans on the date hereof and the date of grant, number of shares of Company Common Stock subject thereto, expiration date, vesting schedule and exercise price of each such option held by such holder3.1(c). Except as set forth abovein the preceding sentences, as at the close of business on the date of this AgreementMeasurement Date, no shares of capital stock or other voting securities of the Company or any Subsidiary were issued or outstanding or issued, reserved for issuanceissuance or outstanding. As Except as set forth above, at the close of business on the date of this AgreementMeasurement Date, there were no shares of capital stock underlying outstanding stock options, stock appreciation rights or rights (other than outstanding Company Options issued under the Stock Plans as set forth in subparagraph (iv) above) to receive shares of Company Common Stock Shares on a deferred basis granted under the Stock Plans or otherwise, except as set forth in the Rights Agreementbasis. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any options outstanding on the date hereof pursuant to the Stock Plans and the Stock Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights. There are As of the close of business on the Measurement Date, there were no bonds, debentures, notes, bonds, debentures or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, as of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries was is a party or by which any of them was is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem redeem, exchange or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Crane a complete and correct copy of the Rights Agreement.