Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 450,000,000 Company Shares and 25,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares, of which 24,340,155 Shares were outstanding as ”). As of the close of business on October 27November 26, 2006 2019, (A) 316,448,045 Company Shares were issued and 300,000 shares of preferred stock, par value $10.00 per shareoutstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no shares are Company Preferred Shares were issued or outstanding. All , (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the outstanding applicable performance measures at the maximum level), (G) 13,434,460 Company Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares were reserved for issuance under the Company’s 2005 Equity AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan, 1991 Stock Option Plan and Equity the AK Steel Holding Corporation Stock Incentive Plan (the “Stock Plans”)as amended and restated as of May 26, Shares subject to issuance under the Rights Agreement 2016) and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k(H) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity voting securities of each the Company were issued, reserved for issuance or outstanding. As of the Company’s Subsidiaries is date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b1) shares of capital stock or other securities of, or ownership interests in, the WBCLCompany, as judicially interpreted, for debts incurred prior to June 14, 2006(2) and owned by securities of the Company or by any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a direct right to subscribe for or indirect wholly owned acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i3) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell sell, any shares of capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or other equity securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of its Subsidiaries the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities or obligations convertible into or exchangeable into or exercisable forfor any capital stock or securities of, or giving any Person a right to subscribe for or acquireownership interests in, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms Subsidiary of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)Company. The Company does not have any outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 160,000,000 shares comprising (i) 150,000,000 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 (ii) 10,000,000 shares of preferred stock, par value $10.00 0.02 per share, of which no the Company has designated 50,000 shares are outstanding. All of Series A Preferred Stock, 34,500 shares of Series C Preferred Stock, 100,000 shares of Series D Preferred Stock and 200,000 shares of Series E Preferred Stock (the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006“Preferred Shares”). Other than 3,150,723 At the close of business on April 26, 2016 (i) 12,446,365 Shares are issued and outstanding, (ii) (A) 1,206,500 Shares are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options under the Company’s 2005 Equity 2013 Omnibus Incentive Plan, 1991 as amended, and (B) 118,000 Shares are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options under the Company’s 2008 Stock Option Plan and Equity Incentive Plan (collectively, as amended, the “Stock Plans”), ) and (iii) no Preferred Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuancewere outstanding. Section 5.1(b)(i4.4(a) of the Company Disclosure Letter Schedule contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock PlansCompany Options, including the holder, date of grant, term, number of Shares underlying such security and, where applicable, exercise priceprice and vesting schedule. Each All of the issued and outstanding shares of capital stock or other equity securities of each Shares are, and all Shares that may be issued pursuant to the exercise of the Company’s Subsidiaries is Company Options in accordance with the terms and provisions thereof will be, duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLpaid, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed preemptive or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)similar rights. 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 exercisable, exchangeable or redeemable for securities having the right to votevote (“Voting Debt”)) with the shareholders stockholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, 35,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 2,000,000 shares of preferred stock, par value $10.00 .01 per shareshare (“Company Preferred Stock”). At the close of business on March 2, 2005, (i) 14,445,563 shares of which Company Common Stock were issued and outstanding, (ii) no shares are outstanding. All of Company Common Stock were held by the outstanding Shares have been duly authorized and are validly issuedCompany in its treasury, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biii) 7,269,604 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under pursuant to the Company’s 2005 Amended and Restated 1996 Equity Incentive Plan, 1991 Compensation Plan of the Company and the 1999 Employee Stock Option Purchase Plan and Equity Incentive Plan of the Company (the “ESPP”, and such plans collectively, the “Company Stock Plans”), Shares of which 4,873,628 shares of Company Common Stock were subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(koutstanding Company Stock Options, (iv) Plan other than as set forth in clause (the “401(k) Plans”v), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock Company Preferred Stock were issued or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned outstanding or were held by the Company or by a direct or indirect wholly owned Subsidiary in its treasury and (v) 50,000 shares of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except Company Preferred Stock designated as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except Series A Junior Participating Preferred Shares were reserved for issuance in connection with the rights (the “Rights”) that have been to be issued pursuant to the Rights Agreement, Agreement dated as of November 5July 31, 2001, as amended, between the Company and American Stock Transfer & Trust Company Company, as rights agent (the “Rights Agreement”). Except as set forth above in this Section 3.01(c), there are at the close of business on March 2, 2005, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities or equity securities interests of the Company were issued, reserved for issuance or any outstanding. There are no outstanding shares of its Subsidiaries Company Common Stock or any securities Company Preferred Stock subject to vesting or obligations convertible restrictions on transfer, stock appreciation rights (“SARs”), “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or exchangeable into or exercisable forother rights (other than Company Stock Options) that are linked to the value of Company Common Stock (collectively, or giving any Person a right to subscribe for or acquirebut exclusive of rights under the ESPP, any securities “Company Stock-Based Awards”). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of March 2, 2005, of all outstanding options to purchase shares of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock Options”) under the Company Stock Plans or any otherwise, the number of its Subsidiariesshares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. All (i) outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares by the Company at a fixed purchase price and (ii) Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no securities stock option agreement, restricted stock purchase agreement or obligations evidencing other award agreement contains terms that are inconsistent with such forms. There are no Company Stock Options intended to qualify as an “incentive stock option” under Section 422 of the Code, and the exercise price of each Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. As of the close of business on March 2, 2005, there were outstanding Company Stock Options to purchase 3,962,148 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.21. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP at the close of business of July 29, 2005 is 25,000, which number was calculated assuming (A) the fair market value of a share of Company Common Stock on such date is equal to the Merger Consideration and payroll deductions continue at the current rate, (B) not giving effect to any limitation contained in the ESPP as to the number of shares that a participant may purchase in any given period and (C) excluding any individuals that are on leave from their employment with the Company as of the date of this Agreement. Each Company Stock Option may, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Options or rights are authorizedunder the ESPP will be, when issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plansthereof, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior not subject to June 14, 2006)preemptive rights. The Company does not have outstanding any There are no bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the shareholders on any matters on which stockholders of the Company on may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any mattershares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or 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, and no obligation of 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 and (y) there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting agreement with respect to the voting of any such securities.

Capital Structure. (ia) The authorized capital stock of the Company Pine consists of 75,000,000 Shares, 1,250,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Pine Common Stock and 300,000 200,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Pine Preferred Stock” and together with the Pine Common Stock, the “Pine Capital Stock”). At the close of business on October 23, 2008, (i) 142,133,922 shares of Pine Common Stock were issued and outstanding, of which none were subject to restrictions based on performance or continuing service, (ii) no shares are of Pine Preferred Stock were issued and outstanding. All , (iii) 11,791,339 shares of Pine Common Stock were held by Pine in its treasury, (iv) 15,999,400 shares of Pine Common Stock were reserved and available for issuance pursuant to the Pine Stock Plans, of which (A) 6,731,618 shares were issuable upon exercise of outstanding Shares have been duly authorized Pine Stock Options and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bB) 1,649,119 shares were issuable upon vesting of the WBCL, as judicially interpretedPine Restricted Stock Units assuming, for debts incurred prior to June 14Pine Restricted Stock Units for which the performance adjustment period has not elapsed, 2006). Other than 3,150,723 Shares achievement of performance goals at “target” and (v) 745,936 shares of Pine Common Stock were reserved for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Pine 2008 Employee Stock Option Plan and Equity Incentive Purchase Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “LienPine ESPP”). Except as set forth above, including in this Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”4.03(a), there are at the close of business on October 23, 2008, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forinterests in, or giving any Person a right to subscribe Pine were issued, reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any From the close of business on October 23, 2008 to the date of this Agreement, there have been no issuances by Pine of shares of capital stock or voting securities of, or other equity interests in, Pine, other than the issuance of any Shares Pine Common Stock upon the exercise of Pine Stock Options or rights under the Pine ESPP or upon the vesting of Pine Restricted Stock Units, in each case outstanding at the close of business on October 23, 2008 and in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares45,000,000 shares of Company Common Stock, and 6,000,000 shares of which 24,340,155 Shares were outstanding as of Preferred Stock (the “Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on October 27November 8, 2006 and 300,000 2019 (the “Capitalization Date”), (i) 35,012,030 shares of preferred stock, par value $10.00 per share, Company Common Stock were issued and outstanding (of which 67,033 shares were subject to vesting restrictions pursuant to the Company Stock Plans); (ii) 2,668,786 shares of Company Common Stock were issued and held in treasury; (iii) no shares are of Preferred Stock were issued and outstanding. All ; (iv) 1,529,189 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans; (v) 669,899 shares of Company Common Stock were issuable upon exercise of outstanding Shares have been duly authorized Company Stock Options; (vi) 2,878,197 shares of Company Common Stock were subject to outstanding Company RSUs and are validly issued, fully paid and nonassessable 706,065 shares of Company Common Stock were subject to outstanding Performance-Vesting Awards assuming all applicable performance measures were satisfied at maximum levels of performance; (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bvii) 346,984 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for future issuance under the Company’s 2005 Equity Incentive Plan, 1991 Company ESPP; and (viii) 7,371,788 shares of Company Common Stock Option Plan and Equity Incentive Plan (were reserved for future issuance upon conversion of the “Stock Plans”), Shares subject to issuance under Convertible Notes. Since the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)Capitalization Date, the Company has no Shares subject not issued any Company Stock Options, Company RSUs or Performance-Vesting Awards or other equity or equity-based awards. Except as set forth in this Section 5.03(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issuanceissue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or (z) any rights issued by, or other obligations of, the Company that are linked in any way to the price of any class of Company Capital Stock, the value of the Company or any part of the Company or any dividends or other distributions declared or paid on any shares of capital stock of the Company. Section 5.1(b)(i5.03(a) of the Company Disclosure Letter contains a correct and complete list sets forth an accurate list, as of optionsthe Capitalization Date, restricted stockof each outstanding Company Stock Award, restricted stock units, stock appreciation rights and any other rights with respect to in each case specifying the Shares under the Stock Plans, including employee ID of the holder, the type of award, the number of Shares underlying shares of Company Common Stock, the date of grant, and, where if applicable, the exercise price. Each price per share of Company Common Stock and the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterexpiration date.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Sharesshares of Company Common Stock, of which 24,340,155 Shares were outstanding 71,000,000 are authorized as of the close of business on October 27Class A Stock and 4,000,0000 are authorized as Class B Stock, 2006 and 300,000 5,000,000 shares of preferred stock, par value $10.00 0.001 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan share (the “Stock PlansCompany Preferred Stock”). At the close of business on June 25, 2021 (the “Measurement Date”), Shares (i) 17,662,016 shares of Class A Common Stock and 3,344,775 shares of Class B Common Stock, respectively, were issued and outstanding, (ii) 622,584 shares of Company Common Stock were subject to issuance under the Rights Agreement and Shares Company SARs (assuming a fair market value per share of Company Common Stock of $87.50), (iii) 544,605 shares of Company Common Stock were subject to issuance under the Xxxxx Corporation Incentive Savings Plan Company RSUs, (iv) 234,301 shares of Company Common Stock were subject to Company PSUs (at “maximum” level of performance for PSUs granted in 2019 and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”2021, and at actual performance for PSUs granted in 2020 for which performance has already been achieved), (v) 192,605 shares of Company Common Stock were held by the Company has no Shares subject in its treasury, (vi) 2,381,264 additional shares of Company Common Stock were reserved and available for issuance pursuant to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding and (vii) no shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid Company Preferred Stock were issued and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)outstanding. Except as set forth above, including Section 5.1(b)(i) at the close of business on the Measurement Date, no shares of capital stock of the Company Disclosure Letterwere issued, and except reserved for issuance or outstanding. From the rights (Measurement Date to the “Rights”) that date of this Agreement, there have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between no issuances by the Company and American Stock Transfer & Trust of shares of capital stock of the Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rightscalls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments stock-based performance units or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any acquire shares of capital stock or other equity securities of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable fora nature accruing to the holders of Company Common Stock, or giving any Person a right to subscribe for or acquire, any securities of other than the rights under the Company or Stock Plans and any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)related award agreements. The Company does not have has provided to Parent a complete and accurate list of each outstanding any bondsCompany equity award granted under the Company Stock Plans outstanding as of the Measurement Date and: (i) the name of the holder of such Company Equity Award, debentures(ii) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, notes (iii) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award, (iv) the date on which such Company equity award was granted or issued, and (v) the applicable vesting, repurchase, or other obligations lapse of restrictions schedule, and the holders of extent to which have the right to vote (or convertible into or such Company Equity Award is vested and exercisable for securities having the right to vote) with the shareholders as of the Company on any matterMeasurement Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 200,000,000 Company Shares, of which 24,340,155 61,325,093 Company Shares were issued and outstanding and 7,678,747 Company Shares were held in treasury as of the close of business on October 27September 7, 2006 1999, and 300,000 50,000,000 shares of preferred stockPreferred Stock, $1.00 par value $10.00 per shareshare (the "Company Preferred Shares"), none of which no shares are outstandingwas outstanding as of the date hereof. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 the 1,000,000 Company Preferred Shares designated as Series A Junior Participating Preferred Stock that are reserved for issuance under pursuant to the Company’s 2005 Equity Incentive PlanRights Agreement, 1991 Stock Option Plan dated as of November 6, 1996, by and Equity Incentive Plan between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (the “Stock Plans”"Rights Agreement"), and Company Shares subject to issuance under the Rights Agreement and Shares as set forth below or that are permitted to become subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(kpursuant to Section 6.1(a)(iv) Plan or (the “401(kvii) Plans”)of this Agreement, the Company has no Company Shares, Company Preferred Shares or other shares of capital stock reserved for or otherwise subject to issuance. As of the date of this Agreement, the Company has outstanding $150,000,000 aggregate principal amount of 6.875% notes due 2008, $100,000,000 aggregate principal of 10.5% notes due 2000 and $2,600,000 aggregate principal amount of 5.95% industrial revenue bonds due 2002. As of September 7, 1999, there were 7,069,414 Company Shares that the Company was obligated to issue pursuant to the Company's stock plans at a weighted average exercise price of $18.20 per Company Share, each of which plans is listed in Section 5.1(b)(i5.1(b) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to (collectively the Shares under the "Company Stock Plans, including the holder, number of Shares and, where applicable, exercise price"). Each of the outstanding shares of capital stock or other equity securities of each of the Company’s 's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (eachencumbrance, except for such failures or exceptions to the foregoing as are not reasonably likely to have a “Lien”)Material Adverse Effect on the Company. Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, above and except for the rights (the “Rights”) that have been issued pursuant to the Rights Stock Option Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments granted by or rights of any kind that obligate enforceable against the Company or any of its Significant Subsidiaries to issue or sell any shares of capital stock or stock, other equity securities of the Company or any of its Subsidiaries or a material amount of assets of the Company or any of its Significant Subsidiaries other than (in the case of assets) in the ordinary course of business or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock, other securities or material amount of assets of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by Neither the Company (except for nor any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have its Subsidiaries has outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (with the stockholders of the Company on any matter or convertible into or exercisable for securities having the right to vote) vote with the shareholders stockholders of the Company on any matter. The Company Shares issuable pursuant to the Stock Option Agreement have been duly reserved for issuance by the Company, and upon any issuance of such Company Shares in accordance with the terms of the Stock Option Agreement, such Company Shares will be duly and validly issued and fully paid and nonassessable. No Company Shares are held by a Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company Valeant consists of 75,000,000 Shares, 200,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Valeant Common Stock and 300,000 10,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Valeant Preferred Stock” and, together with the Valeant Common Stock, the “Valeant Capital Stock”). At the close of business on June 14, 2010, (i) 75,786,925 shares of Valeant Common Stock were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Stock were issued and outstanding, (iii) 28,086,863 shares of Valeant Common Stock were held by Valeant in its treasury, (iv) 8,662,102 shares of Valeant Common Stock were issuable upon conversion of (A) Valeant’s 3.0% Convertible Subordinated Notes due 2010 (the “Valeant 3.0% Convertible Notes”) and (B) Valeant’s 4.0% Convertible Subordinated Notes due 2013 (together with the Valeant 3.0% Convertible Notes, the “Valeant Convertible Notes”), (v) 1,710,585 shares of Valeant Common Stock were underlying warrants issued pursuant to the Exchange Agreement, dated August 13, 2009, among Valeant and certain holders of the Valeant 3.0% Convertible Notes (the “Valeant Warrants”), (vi) 14,808,875 shares of Valeant Common Stock were reserved and available for issuance pursuant to the Valeant Stock Plans, of which no (A) 4,920,081 shares are outstandingwere issuable upon exercise of outstanding Valeant Stock Options and (B) 5,376,442 shares were issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming maximum performance with respect to performance-based Valeant Restricted Stock Units and (vii) 1,189,437 shares of Valeant Common Stock were reserved for issuance pursuant to the Valeant ESPP. All Except as set forth in this Section 4.03(a), at the close of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed business on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan2010, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or voting securities of, or other equity securities of each of the Company’s Subsidiaries is duly authorizedinterests in, validly Valeant were issued, fully paid and nonassessable (except reserved for any liability that may be imposed issuance or outstanding. From the close of business on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by 2010 to the Company or by a direct or indirect wholly owned Subsidiary date of the Companythis Agreement, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that there have been issued pursuant to the Rights Agreement, dated as no issuances by Valeant of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities of interests in, Valeant, other than the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares Valeant Common Stock upon the conversion of Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant Restricted Stock Units, in each case outstanding at the close of business on June 14, 2010 and in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares(i) 30,000,000 Shares and (ii) 5,000,000 shares of preferred stock, of which 24,340,155 Shares were outstanding as of no par value (the "Preferred Stock"). At the close of business on October 27December 13, 2006 1996: (i) 12,733,467 Shares were issued and 300,000 shares of preferred stockoutstanding, par value $10.00 per share1,863,190 Shares were reserved for issuance pursuant to outstanding Company Stock Options, of which no shares are outstanding. All and 4,312,500 Shares were reserved for issuance upon conversion of the outstanding Shares have been duly authorized Convertible Notes and are validly issued, fully paid (ii) no shares of Preferred Stock were outstanding and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) 18,909,157 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Series A Junior Preferred Stock were reserved for issuance under the Company’s 2005 Equity Incentive PlanRights Agreement dated as of December 12, 1991 Stock Option Plan 1990 between the Company and Equity Incentive Plan First Chicago Trust Company of New York (the “Stock Plans”"Rights Agreement"). Except as set forth above, Shares subject to issuance under at the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)close of business on December 13, the Company has 1996, no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 6 the Company’s Subsidiaries is duly authorized, validly Company were issued, fully paid and nonassessable (except reserved for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) issuance or outstanding. All outstanding shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) capital stock of the Company Disclosure Letterare, and except for the rights (the “Rights”) that have been all shares which may be issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company Plan or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the outstanding Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forStock Options will be, or giving any Person a right to subscribe for or acquirewhen issued, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear not subject to preemptive rights. Except for $86,250,000 principal amount of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLConvertible Notes, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any no bonds, debentures, notes or other obligations indebtedness of the holders Company or any subsidiary of which have the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the shareholders stockholders of the Company on or any mattersubsidiary of the Company may vote are issued or outstanding. Except as disclosed in Section 2.2 of the Disclosure Schedule dated the date hereof and delivered by the Company to Conseco concurrently herewith (the "Disclosure Schedule"), all the outstanding shares of capital stock of each subsidiary of the Company have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more subsidiaries of the Company or by the Company and one or more such subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") except as may be provided by law. Except as set forth above or in Section 2.2 of the Disclosure Schedule, neither the Company nor any subsidiary of the Company has any outstanding option, warrant, subscription or other right, agreement or commitment which either (i) obligates the Company or any subsidiary of the Company to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the capital stock of the Company or any subsidiary of the Company or (ii) restricts the transfer of Shares. Except as disclosed in Section 2.2 of the Disclosure Schedule, no issued and outstanding Shares are owned by the Company's subsidiaries.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 75,000,000 Shares50,000,000 Shares and 1,000,000 shares of Preferred Stock, of which 24,340,155 Shares were outstanding as of $.01 par value ("Preferred Stock"). At the close of business on October 27September 30, 2006 1996: (i) 17,749,158 Shares were issued and 300,000 outstanding; (ii) no shares of preferred stockPreferred Stock were issued and outstanding; (iii) 1,838,190 Shares were reserved for issuance pursuant options outstanding under the Stock Option Plans; (iv) 290,219 Shares remain available for issuance pursuant to the 1990 ESPP, par value $10.00 per share(v) except for the issuance of Shares pursuant to the exercise of the Options, there are no employment, executive termination or similar agreements providing for the issuance of Shares; (vi) 645,184 Shares were held by the Company; and (vii) no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which no shares are the Company stockholders may vote ("Company Voting Debt") were issued or outstanding. All of the outstanding Since September 30, 1996, no additional Shares have been duly authorized and made available for issuance under the 1990 ESPP. As of September 30, 1996, the total amount of funds on deposit in all participants' withholdings accounts for the current Offer Period under the 1990 ESPP was $416,000. All outstanding Shares are validly issued, fully paid and nonassessable (except for and are not subject to preemptive or other similar rights. No Shares are owned by any liability that may be imposed on shareholders by former Section 180.0622(2)(b) Subsidiary of the WBCL, Company. Except as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”set forth on Schedule 4.1(b), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the all outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and Company are owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)nature. Except as set forth abovein this Section 4.1(b) and except for changes since September 30, including 1996 resulting from the exercise of employee stock options granted prior to such date pursuant to the Stock Option Plans or from the issuance of Shares under the 1990 ESPP as contemplated by Section 5.1(b)(i3.5(b) of the Company Disclosure Letter, this Agreement and except for the rights (potential issuance of options to purchase up to 75,000 Shares that may be granted in connection with an offer of employment outstanding on the “Rights”) that have been issued pursuant to the Rights date of this Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are outstanding: (i) no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock stock, Company Voting Debt or other equity voting securities of the Company; (ii) no securities of the Company or any Subsidiary of its Subsidiaries or any securities or obligations the Company convertible into, or exchangeable into or exercisable for, shares of capital stock, Company Voting Debt or giving any Person a right to subscribe for or acquire, any other voting securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms Subsidiary of the Stock PlansCompany; and (iii) no options, such Shares will be duly authorizedwarrants, validly issuedcalls, fully paid and nonassessable and free and clear of any Liens imposed rights (including preemptive rights), commitments or created by agreements to which the Company (except for or any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders Subsidiary of the Company on is a party or by which it is bound, in any matter.case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Company Voting Debt or other voting securities of the Company or of any Subsidiary of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares3,200,000,000 shares of common stock, par value $0.0001, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company (the “Company Common Stock”) and 300,000 100,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (such preferred stock, together with the Company Common Stock, the “Company Capital Stock”), of which no 4,000,000 shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, designated as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Series A Junior Participating Preferred Stock Option Plan and Equity Incentive Plan (the “Series A Preferred Stock”) and 1,000,000 shares are designated as Series B Preferred Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) PlansSeries B Preferred Stock”). At the close of business on January 12, 2017, (i) 1,425,934,305 shares of Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 7,073,244 shares of Company Common Stock were reserved and available for issuance pursuant to the Company has no Shares subject to issuance. Section 5.1(b)(iStock Plans in respect of outstanding awards, including (A) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights RSUs with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding 137,686 shares of capital stock or other equity securities Company Common Stock, (B) 390,449 shares of each Company Common Stock with respect to Company DSUs that are settled in Company Common Stock and 246,049 shares of the Company’s Subsidiaries is duly authorizedCompany Common Stock with respect to Company DSUs that are settled in cash, validly issuedand (C) Company Performance Shares with respect to 6,299,060 shares of Company Common Stock, fully paid assuming achievement of applicable performance goals at maximum level, (iii) no shares of Series A Preferred Stock were outstanding and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biv) 1,000,000 shares of the WBCLSeries B Preferred Stock were issued and outstanding, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or all of which were held by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)Company Subsidiary. Except as set forth above, including Section 5.1(b)(i) at the close of the Company Disclosure Letterbusiness on January 12, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement2017, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock of, or other equity securities of equity, voting or ownership interests in, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any issuance All outstanding shares of any Shares in accordance with Company Capital Stock are, and all such shares that may be issued prior to the terms of the Stock Plans, such Shares Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear not subject to or issued in violation of any Liens imposed purchase option, call option, right of first refusal, preemptive right, subscription right or created by any similar right under any provision of the NCBCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound (except for other than any liability that may be imposed on shareholders by former Section 180.0622(2)(b) Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There is no Indebtedness of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which holders of Company Capital Stock may vote (“Company Voting Debt”). Except as set forth above, as of the shareholders date of this Agreement there are no options, warrants, rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) other than as may be required by the Governance Agreement, obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or 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 capital stock of the Company on or any matterCompany Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries.

Capital Structure. (i) The In the case of the Company, the authorized capital stock of the Company consists of 75,000,000 Shares20,000,000 shares of Company Common Stock, of which 24,340,155 Shares 14,011,754 shares were outstanding as of the close of business on October 27December 15, 2006 2016, and 300,000 1,656,381 shares of preferred stock, par value $10.00 0.01 per share, of which no shares are outstandingwere outstanding or held by the Company in its treasury as of the date of this Agreement (collectively, the “Company Capital Stock”). All outstanding shares of the outstanding Shares have been duly authorized Company Capital Stock are, and are validly issued, fully paid and nonassessable (except for any liability all such shares that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred issued prior to June 14the Effective Time will be when issued, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights. At the close of business on December 15, 2016, (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bA) no shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned Company Common Stock were held by the Company in its treasury, (B) 956,006 shares of Company Common Stock were issuable upon the exercise, settlement or by a direct vesting of outstanding Company Options, (C) 84,216 shares of Company Common Stock were issuable upon the settlement or indirect wholly owned Subsidiary vesting of outstanding Company RSUs (assuming achievement of applicable performance goals at target value), (D) 10,974 shares of Company Common Stock were issuable upon the Companysettlement of outstanding Company DSUs, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)E) 279,903 Company Restricted Shares were outstanding. Except as set forth above, including Section 5.1(b)(i) at the close of the Company Disclosure Letterbusiness on December 15, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement2016, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of the Company were issued or outstanding. Since December 15, 2016 to the date of this Agreement, (1) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares pursuant to the exercise, settlement or vesting of Company Options, Company RSUs, Company DSUs, in each case, outstanding as of December 15, 2016, and (2) there have been no issuances by the Company of any Company Equity Awards, options, warrants, other rights to acquire shares of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or other rights that give the holder thereof any economic interest of its Subsidiariesa nature accruing to the holders of Company Common Stock. Section 4.2(b)(i) of the Company Disclosure Letter sets forth a true and correct summary of all outstanding Company Equity Awards as of December 15, 2016, and no securities specifies, with respect to each such Company Equity Award: (A) the name of the award holder, (B) the type of Company Equity Award (Company Option, Company RSU, Company DSU or obligations evidencing Company Restricted Share), (C) the number of shares of Company Common Stock subject to such rights are authorizedCompany Equity Award, issued or outstanding(D) the date of grant, and (E) the exercise price per share of Company Common Stock (for Company Options only). Upon any issuance Each Company Option (I) was granted in compliance with all applicable Laws and all of any Shares in accordance with the terms and conditions of the Stock Plans, such Shares will be duly authorized, validly Plan of the Company pursuant to which it was issued, fully paid (II) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant, and nonassessable and free and clear (III) has a grant date identical to or later than the date on which the Company’s board of any Liens imposed directors or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) compensation committee of the WBCLboard of directors of the Company, as judicially interpretedapplicable, actually awarded such Company Option. All shares of Company Common Stock issuable in respect of grants of Company Options, Company RSUs, Company DSUs and Company Restricted Shares were properly registered under the Securities Act or qualified on the grant date for debts incurred prior to June 14, 2006exemption from registration under the Securities Act and other applicable laws (including state “blue sky” laws). The shares of Company does not have outstanding any bonds, debentures, notes or other obligations Common Stock available for issuance under the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders Stock Plans of the Company have been properly registered pursuant to the Securities Act on any mattera Form S-8.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, 200,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 5,000,000 shares of preferred stock, par value $10.00 1.00 per shareshare (the “Company Preferred Stock”). At the close of business on February 24, 2011, (i) 126,462,665 shares of which Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 1,458,248 shares of Company Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company Plans, (iv) 3,815,976 shares of Company Common Stock are outstanding. All available for grant under the Company Plans, (v) 2,673,641 shares of the outstanding Shares have been duly authorized and are validly issuedCompany Common Stock were reserved for issuance upon redemption of Class A Partnership Units of NHP/PMB (“Class A Units”), fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bvi) 345,639 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under the Company’s 2005 Equity Incentive Dividend Reinvestment and Stock Purchase Plan, 1991 and (vii) 1,322,200 shares of Company Common Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to were reserved for issuance under the Rights Agreement Company’s at-the-market equity offering program. All issued and Shares subject to issuance under outstanding shares of the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) capital stock of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letternon-assessable, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares class of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right is entitled to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and preemptive rights. There are no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the shareholders on any matter on which holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of the total number of outstanding (A) Company Options, (B) Company Restricted Stock Units, (C) Company Restricted Stock, (D) Company Performance Shares, and (E) Company DER and (F) the number of shares of Company Common Stock subject to each outstanding Company Option, the name of the holder, the exercise price, the grant date, and the general terms and conditions including vesting provisions and exercise period of Company Options and the Company Benefit Plan under which such Company Options were granted; the number of shares of Company Common Stock subject to each outstanding award of Company Restricted Stock Units and Company Restricted Stock, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and the other material terms of each award of Company Restricted Stock Units and Company Restricted Stock, as applicable, and the Company Benefit Plan under which Company Restricted Stock Units and Company Restricted Stock, as applicable, were granted; the number of shares of Company Common Stock subject to each Company Performance Shares award, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and other material terms of such Company Performance Shares award and the Company Benefit Plan under Company Performance Shares award were granted; and any other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise and the names and positions of the holders, the grant date and the terms thereof and the Company Benefit Plan under which such rights were granted. There are no other rights to purchase or receive the Company Common Stock granted under the Company Benefit Plans or otherwise other than the Company Options, Company Restricted Stock Units, Company Restricted Stock, Company Performance Shares, and Company DERs disclosed on any matterSection 4.3(a) of the Company Disclosure Letter. Immediately prior to the Closing, the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Schedule that is correct and complete as of the Closing Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 300,000,000 Company Shares and 5,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares, of which 24,340,155 Shares were outstanding as ”). As of the close of business on October 27April 26, 2006 2018, (A) 151,122,485 Company Shares were issued and 300,000 shares of preferred stock, par value $10.00 per shareoutstanding (not including Company Shares held in treasury), of which 12,329 were subject to vesting, repurchase or other lapse of restrictions pursuant to an award, (B) 49,651,917 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 167,913 Company Shares were issuable upon the exercise of outstanding options to purchase Company Shares, which had a weighted average exercise price of $13.66, (E) 145,211 Company Shares were subject to outstanding restricted stock units or phantom stock in respect of Company Shares with only time-based vesting requirements, (F) 373,207 Company Shares were subject to outstanding performance shares are outstanding. All in respect of Company Shares with any performance-based vesting requirements (assuming achievement of the applicable performance measures at the target level), (G) 1,094,757 Company Shares were subject to outstanding market stock units in respect of Company Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) assuming achievement of the WBCLapplicable performance measures at the target level), as judicially interpreted(H) no Company Shares were subject to rights or benefit pursuant to outstanding Company Other Awards, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares (I) 1,998,100 Company shares were reserved for issuance under the Company’s 2005 Equity Andeavor Amended and Restated 2011 Long-Term Incentive Plan, 1991 Stock Option no Company Shares were reserved for issuance under the Andeavor 2006 Long-Term Incentive Plan, no Company Shares were reserved for issuance under the Amended and Restated 2010 Incentive Plan of Western Refining, Inc. and Equity no Company Shares were reserved for issuance under the Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan (collectively, the “Stock Plans”), Shares subject to issuance under the Rights Agreement ) and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k(J) Plan (the “401(k) Plans”), no other shares of capital stock or other voting securities of the Company has no Shares subject to issuancewere issued, reserved for issuance or outstanding. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list as of optionsthe close of business on April 26, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares 2018 of each Company Equity Award issued under the Stock Plans, including the holderdate of grant, number of Shares Company Shares, and, where applicable, outstanding dividend equivalent rights, exercise priceprice and vesting schedule. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (a “Lien”). Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries (other than the MLP) is duly authorized, validly issued, fully paid and nonassessable (non-assessable and, except for any liability that may be imposed on shareholders by former as disclosed in Section 180.0622(2)(b5.1(b)(iii) of the WBCLCompany Disclosure Letter, as judicially interpreted, for debts incurred prior to June 14, 2006each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries (other than the MLP) and is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)all Liens. Except as set forth above, including above in this Section 5.1(b)(i) of the Company Disclosure Letter), and except for changes after the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe for or acquire from the Company or any Company Subsidiary, or (y) obligate the Company or any of its Subsidiaries to issue or sell sell, any shares of capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or other equity securities of, or ownership interests in, the Company or any Company Subsidiary or (4) obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities or obligations convertible into or exchangeable into or exercisable forfor any capital stock or securities of, or giving any Person a right to subscribe for or acquireownership interests in, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingCompany Subsidiary. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by Neither the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of nor the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have MLP has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders stockholders of the Company or the unitholders of the MLP on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Company Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 100,000,000 Company Shares, of which 24,340,155 40,646,001 Company Shares were issued and outstanding as of July 7, 2011, and 5,000,000 shares of Preferred Stock, no par value per share (the “Company Preferred Shares”), none of which were outstanding as of the close date of business on October 27this Agreement. Other than as set forth in Section 5.1(b) of the Company Disclosure Letter, 2006 and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstandingwere held in treasury by the Company or its Subsidiaries. All of the outstanding Company Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 The Company has no Company Shares or Company Preferred Shares reserved for issuance under issuance, except that as of July 7, 2011, there were an aggregate of 21,700,000 Company Shares reserved for issuance, of which 3,905,925 Company Shares were subject to outstanding awards pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Company Stock Plans, of which 2,838,776 Company Shares were subject to outstanding options, 1,045,751 Company Shares were issued in the form of restricted stock (“Company Restricted Shares”) and 28,194 Company Shares were subject to outstanding rights to receive Company Shares, the value of which is determined by reference to Company Shares (each a “Common Stock Unit”). From July 7, Shares subject 2011 to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)date of this Agreement, the Company has no not issued any Company Shares subject except pursuant to issuance. Section 5.1(b)(i) the exercise of Company Options, Company Restricted Shares and the settlement of Common Stock Units outstanding on July 7, 2011 in accordance with their terms and since July 7, 2011, the Company Disclosure Letter contains a correct has not issued any Company Options, Company Restricted Shares or Common Stock Units. All outstanding compensatory grants of Company Shares and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares Common Stock Units were made under the Company Stock Plans. Upon any issuance of Company Shares pursuant to any Company Options or Common Stock Units, including the holder, number of such Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is will be duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including in this Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”5.1(b), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue issue, redeem, purchase or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interest or voting interest of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any 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 shareholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 2,000,000,000 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 80,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (such preferred stock, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006“Company Preferred Stock”). Other than 3,150,723 At the close of business on March 15, 2016, (A) (1) 400,383,243 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan were issued and Equity Incentive Plan outstanding and (the “Stock Plans”), 2) 332,946 Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned were held by the Company in its treasury, (B) 1,665,210.09 Shares were issuable upon settlement or vesting of outstanding Company RSUs (other than Company PSUs), (C) 1,117,352 Shares were issuable upon settlement or vesting of outstanding Company PSUs (assuming achievement of applicable performance goals at target value), (D) 332,740.523 Company Phantom Units were outstanding and (E) no shares of Company Preferred Stock were issued or outstanding or held by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)Company in its treasury. Except as set forth above, including Section 5.1(b)(i) at the close of the Company Disclosure Letterbusiness on March 15, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement2016, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of the Company were issued or any outstanding. Since March 15, 2016 to the date of its Subsidiaries this Agreement, (x) there have been no issuances by the Company of shares of capital stock or any other voting securities of the Company, other than issuances of Shares pursuant to the exercise of purchase rights under the Company ESPP or obligations convertible vesting of Company RSUs, Company PSUs or exchangeable into or exercisable forCompany Phantom Units, or giving any Person a right in each case outstanding as of March 15, 2016, and (y) there have been no issuances by the Company of options, warrants, other rights to subscribe for or acquire, any securities acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of its Subsidiariesa nature accruing to the holders of Shares. All outstanding Shares are, and no securities or obligations evidencing all such rights are authorized, shares that may be issued or outstanding. Upon any issuance of any Shares in accordance with prior to the terms of the Stock Plans, such Shares Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior not subject to June 14, 2006). 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 vote) with the shareholders of the Company on any matterpreemptive rights.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 75,000,000 Shares, 2,000,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 100,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Company Preferred Stock”). At the close of business on April 9, 2021 (such date and time, the “Measurement Date”), (i) 350,949,890 shares of Company Common Stock were issued and outstanding (none of which were Company Restricted Shares), (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no shares of Company Common Stock were held by the Company in its treasury, (iv) 59,066,102 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which no (A) 18,983,205 shares are outstandingof Company Common Stock were subject to outstanding Company Stock Options, (B) 1,119,532 shares of Company Common Stock were subject to outstanding Company RSUs and (C) 911,615 shares and 1,823,230 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of any applicable performance criteria at the target and maximum levels, respectively). All As of the outstanding Shares have been duly authorized and are validly issuedMeasurement Date, fully paid and nonassessable no (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bA) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of each a nature that would accrue to the holders of the Company’s Subsidiaries is duly authorizedcapital stock in, validly issuedor (E) options, fully paid and nonassessable warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLA), as judicially interpreted(B), for debts incurred prior to June 14, 2006(C) and owned by the Company (D) (clauses (A), (B), (C), (D), or by a direct or indirect wholly owned Subsidiary of the Company(E) collectively, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “LienEquity Interests”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letterwere issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a). From and except for after the rights (Measurement Date through the “Rights”) that have been date of this Agreement, the Company has not issued any Equity Interests, other than pursuant to the Rights AgreementCompany Stock Options, dated Company RSUs and Company PSUs granted pursuant to the Company Stock Plans, in each case that were outstanding as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesMeasurement Date, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the their respective terms of the Stock Plans, as in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 400,000,000 Company Shares, of which 24,340,155 374,107,972 Company Shares were issued and outstanding as of January 15, 2007, 20,000,000 shares of Class A common stock, par value $1.00 per share, none of which were outstanding as of the close date of business on October 27this Agreement, 2006 and 300,000 10,000,000 shares of preferred preference stock, no par value $10.00 per sharevalue, 600,000 shares of which no have been designated “Preference Stock, $2.4375 Series,” 400,000 of which have been designated “Preference Stock, $2.6125 Series,” and 320,000 of which have been designated “Preference Stock, $4.125 Series.” No shares are outstandingof preference stock were issued or outstanding as of the date of this Agreement. All of the outstanding Company Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable nonassessable. The Company has no Company Shares reserved for issuance, except that (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bA) as of the WBCLJanuary 15, as judicially interpreted2007, for debts incurred prior to June 14, 2006). Other than 3,150,723 there was an aggregate of 1,019,164 Company Shares reserved for issuance under upon conversion of the 103,955 Premium Income Equity Securities outstanding as of January 15, 2007, (B) as of January 15, 2007, there were an aggregate of 135,898 Company Shares reserved for interest reinvestment and issuance upon conversion of the Convertible Debentures, with an aggregate outstanding principal amount of $1,992,000 as of January 15, 2007 and (C) as of January 15, 2007, there were an aggregate of 10,198,703 Company Shares reserved for issuance pursuant to the Company’s 2005 Equity Incentive Plan, 1991 stock-based plans and individual agreements related to deferred director compensation or evidencing the grant of Company Options and Company Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuanceUnits. Section 5.1(b)(i6.1(b) of the Company Disclosure Letter contains a correct and complete list as of optionsJanuary 15, restricted stock2007 of (1) the number of outstanding Company Options, restricted stock unitsthe exercise price of each such Company Option and number of Company Shares issuable at such exercise price, stock appreciation rights (2) the number of outstanding Company Stock Units and any other rights with respect the number of Company Shares subject thereto and (3) the number of Company Shares issuable upon conversion of the Convertible Debentures. From January 15, 2007 to the Shares under the Stock Plansdate of this Agreement, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company has not issued any Company Shares except pursuant to the exercise, settlement or by a direct conversion of Company Options, Company Stock Units, Premium Income Equity Securities or indirect wholly owned Subsidiary Convertible Debentures, and since January 15, 2007 to the date of this Agreement, the CompanyCompany has not issued any Company Options, free and clear of any lienCompany Stock Units, charge, pledge, security interest, claim Premium Income Equity Securities or other encumbrance (each, a “Lien”)Convertible Debentures. Except as set forth abovein this Section 6.1(b), including Section 5.1(b)(i) as of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights date of this Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, puts, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue issue, purchase or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to sell to, subscribe for or acquire, any securities of acquire from the Company or any of its Subsidiaries, any equity securities of the Company, and no securities or obligations of the Company or any of its Subsidiaries evidencing such those rights are authorized, issued or outstanding. Upon any issuance of any Shares Except as set forth in accordance with the terms this Section 6.1(b), as of the Stock Plansdate of this Agreement, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders stockholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 2,400,000,000 Company Shares, of which 24,340,155 1,100,161,364 Company Shares were issued and outstanding and 76,993,242 Company Shares were held in treasury as of the close of business on April 30, 1998, 30,000,000 shares of Preferred Stock, $1.00 par value per share (the "Company Preferred Shares"), none of which were outstanding as of the close of business on October 27May 8, 2006 1998 and 300,000 30,000,000 shares of preferred stockPreference Stock, $1.00 par value $10.00 per share, (the "Company Preference Shares"), none of which no shares are outstandingwere outstanding as of the close of business on May 8, 1998. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 Shares 12,000,000 Company Preference Shares, designated "Series A Junior Participating Preference Stock", reserved for issuance under pursuant to the Company’s 2005 Equity Incentive PlanRights Agreement, 1991 Stock Option Plan dated as of December 21, 1988, between the Company and Equity Incentive Plan American Transtech Inc., as Rights Agent (the “Stock Plans”"Rights Agreement"), and Company Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)as set forth below, the Company has no Company Shares, Company Preferred Shares or Company Preference Shares reserved for or otherwise subject to issuance. As of May 10, 1998, there were not more than 47,000,000 Company Shares that the Company was obligated to issue pursuant to the Company Compensation and Benefit Plans identified in Section 5.1(b)(i5.1(h) of the Company Disclosure Letter contains a correct as being the only Company Compensation and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect Benefit Plans pursuant to which Company Shares may be issued (collectively the Shares under the "Company Stock Plans, including the holder, number of Shares and, where applicable, exercise price"). Each of the outstanding shares of capital stock or other equity securities of each of the Company’s 's Subsidiaries that constitute a "Significant Subsidiary" (as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)encumbrance. Except as set forth above, including above and for Company Shares and options to purchase Company Shares which may be issued in accordance with Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”6.1(a), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its 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. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders stockholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares100,000,000 shares of Company Common Stock, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 19,998,100 shares of preferred stock, par value $10.00 0.01 per share, of which no shares are outstanding. All of share (the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006“Company Preferred Stock”). Other than 3,150,723 At the close of business on May 13, 2011, (A) (1) 77,028,457 shares of Company Common Stock were issued and outstanding (which number includes 78,419 Shares scheduled to vest after the Agreement Date (such shares, the “Company Restricted Stock”)) and (2) no Shares were held by the Company in its treasury, (B) 2,662,048 Shares were reserved and available for issuance under pursuant to the Company’s 2005 2007 Omnibus Equity Incentive Compensation Plan, 1991 and 31,054 Shares were reserved and available for issuance pursuant to the Company’s Employee Stock Option Plan and Equity Incentive Purchase Plan (such plan, the “ESPP”; the foregoing plans, collectively, the “Company Stock Plans”), (C) 10,114,152 Shares were subject to issuance under outstanding options to acquire Shares from the Rights Agreement Company (such options, the “Company Stock Options”), (D) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury, and Shares subject to issuance under (E) the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan Company had outstanding warrants (the “401(kCompany Warrants”) Plans”)to purchase 1,100,000 (all of which are exercisable) Shares at an exercise price of $3.41 per share, the Company has no Shares subject which were granted pursuant to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid Senior Secured Note and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Warrant Purchase Agreement, dated as of November 5July 30, 2001, as amended, between the Company 2007 (“Note and American Stock Transfer & Trust Company (the “Rights Warrant Purchase Agreement”), there are no preemptive or other outstanding rightsby and among the Company, optionsthe Purchasers (as defined therein) and LB I Group Inc., warrantsas Collateral Agent. Prior to the Agreement Date, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the warrant certificate for the Company or any of its Subsidiaries Warrants was amended to issue or sell any shares of capital stock or other equity securities provide for the treatment of the Company or any Warrants provided in Section 3.04 of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterthis Agreement.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares30,000,000 shares of Company Common Stock, 800,000 shares of Class A Preferred Stock, $1.00 par value, and 2,000,000 shares of Class B Preferred Stock, $1.00 par value, of which 24,340,155 Shares (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 152,321 shares have been designated as Series C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value and (v) 4,000 shares have been designated as Series 1997-A Preferred Stock (collectively, the "Company Preferred Stock"). At the close of business on April 8, 2003, (i) 9,304,159 shares of Company Common Stock were issued and outstanding, (ii) 193,850 shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding or held in the Company's treasury. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued and fully paid and nonassessable. Schedule 4.01(c) sets forth a complete and correct list, as of the close of business on October 27April 8, 2006 and 300,000 shares of preferred stock, par value $10.00 per share2003, of the plans pursuant to which no shares are outstanding. All of the outstanding Shares Options have been duly authorized granted and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan outstanding (the “"Company Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”"), the number of shares of Company has no Shares Common Stock subject to issuanceOptions and Warrants, and the exercise prices thereof. Section 5.1(b)(i) Except as set forth on Schedule 4.01(c), as of the Company Disclosure Letter contains a correct and complete list close of business on April 8, 2003, there were no outstanding securities, options, restricted stockwarrants, restricted stock unitscalls, stock appreciation rights and or agreements to which the Company or any other rights with respect of its subsidiaries is a party obligating the Company or any of its subsidiaries to the Shares under the Stock Plansissue, including the holderdeliver, number of Shares andsell, where applicableor cause to be issued, exercise price. Each of the outstanding delivered or sold, additional shares of capital stock or other equity voting securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares subsidiaries. As of capital stock or other equity securities the close of business on April 8, 2003, there were no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities shares of capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right has made available to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders Purchaser a complete and correct copy of the Rights Agreement dated as of August 1, 1995, as amended to date (the "Company Rights Agreement"), between the Company and the rights agent thereunder relating to rights to purchase Company Common Stock (the "Company Rights"). All outstanding shares of Company Common Stock are duly included for trading on any matterthe Nasdaq SmallCap Market.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares115,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, without par value, of the Company (the "Company Authorized Preferred Stock"), of which 24,340,155 Shares were outstanding 175,000 shares have been designated as of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Company Junior Preferred Stock"). At the close of business on October 27November 20, 2006 and 300,000 1997: (i) 54,883,087 shares of preferred stock, par value $10.00 per share, Company Common Stock were issued and outstanding; (ii) 8,405,267 shares of which no Company Common Stock were issued and held by the Company in its treasury; (iii) 175,000 shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Junior Preferred Stock were reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject pursuant to issuance under the Rights Agreement and Shares subject to Agreement; (iv) 13,065,951 shares of Company Common Stock were reserved for issuance under pursuant the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. stock-based plans identified in Section 5.1(b)(i3.2(c) of the Company Disclosure Letter contains a correct and complete list Schedule (such plans, collectively, the "Company Stock Plans"), of options, restricted stock, restricted which (A) 8,678,216 shares are subject to issuance pursuant to outstanding employee or director stock units, stock appreciation rights and any other rights with respect to the Shares options granted under the Company Stock Plans, including (B) up to 55,000 shares are subject to purchase under the holderCompany's 1997 Employee Stock Purchase Plan (the "ESPP") based on employee elections made through the date hereof, number (C) no other shares are issuable pursuant to existing grants, and (v) other than as set forth above, no other shares of Shares and, where applicable, exercise priceCompany Authorized Preferred Stock have been designated or issued. Each of the All outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letterare, and except for the rights (the “Rights”) that have been all shares thereof which may be issued pursuant to the Rights Agreementwill be, dated as of November 5when issued, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free not subject to preemptive rights. Except as set forth in this Section 3.2(c) and clear except for changes since November 20, 1997 resulting from the issuance of any Liens imposed or created by shares of Company Common Stock pursuant to the Company Stock Options or as permitted by Section 4.1(a), (except x) there are not issued, reserved for issuance or outstanding (A) any liability that may be imposed on shareholders by former Section 180.0622(2)(b) shares of capital stock or other voting securities of the WBCLCompany, as judicially interpreted, for debts incurred prior to June 14, 2006). The (B) any securities of the Company does not have outstanding or any bonds, debentures, notes or other obligations the holders of which have the right to vote (or Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities having of the right Company, (C) any warrants, calls, options or other rights to vote) with acquire from the shareholders Company or any Company subsidiary, and any obligation of the Company on or any matter.Company subsidiary to issue, any capital stock,

Capital Structure. (i) The authorized capital stock of the Company consists entirely of 75,000,000 Shares(i) 100,000,000 shares of Company Common Stock, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 (ii) 10,000,000 shares of preferred stock, par value $10.00 0.01 per share. At the close of business on July 14, 2008: (i) 70,494,861 shares of which Company Common Stock were issued and outstanding (including 962,214 shares of unvested restricted stock); (ii) no shares are outstanding. All of Company Common Stock were held by the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable Company in its treasury; (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biii) 6,086,130 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance Company Common Stock were issuable under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan Alpha Coal Management LLC Amended and Equity Restated 2004 Long-Term Incentive Plan (the “Stock PlansACM 2004 LTIP”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan ) and the Xxxxx Hourly 401(k) Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan as Amended and Restated as of May 14, 2008 (the “401(k) 2005 LTIP” and, together with the ACM 2004 LTIP, the “Company Stock Plans” and such stock options collectively, the “Company Stock Options”), the Company has no Shares subject ; and (iv) up to issuance. Section 5.1(b)(i) 977,320 shares of the Company Disclosure Letter contains Common Stock were subject to issued and outstanding performance share grants under the Company Stock Plans. The Company has made available to Parent a correct and complete list list, as of optionsthe close of business on July 11, 2008, of the holders of outstanding Company Stock Options, restricted stockshares, restricted stock and performance shares or units, stock appreciation rights and any other rights the number of shares outstanding, the number of shares exercisable (with respect to the Shares under Company Stock Options), the Stock Plansvesting schedule and other forfeiture provision (with respect to restricted shares and performance shares or units) and the exercise price, including as applicable, subject to each such equity award. As of the holderclose of business on July 14, 2008, the total number of Shares and, where applicable, exercise pricevotes entitled to be cast at the Company Stockholders Meeting with respect to the transactions contemplated hereby is 70,494,861. Each of the All outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorizedCompany are, validly issued, fully paid and nonassessable (except for any liability all shares that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLissued will be, as judicially interpretedwhen issued, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear not subject to or issued in violation of preemptive rights. Except as otherwise provided in this Section 3.1(c), there are not issued, reserved for issuance or outstanding (i) any Liens imposed shares of capital stock or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) other voting securities of the WBCLCompany, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding (ii) any bonds, debentures, notes or other obligations the holders of which have the right to vote (or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities having the right to vote) with the shareholders of the Company or any Company Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary. Except as otherwise provided in this Section 3.1(c), there are no outstanding obligations of the Company or any Company Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.1(c), there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from the Company or a Company Subsidiary any payment based on the revenues, earnings or financial performance of the Company or any matterCompany Subsidiary or assets or calculated in accordance therewith.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, 450,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Common Stock and 300,000 10,000,000 shares of preferred stock, par value $10.00 1.00 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan share (the “Stock PlansPreferred Stock”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) As of the Company Disclosure Letter contains a correct and complete list close of optionsbusiness on September 18, restricted stock2014, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding (A) 119,076,680 shares of capital stock or other equity securities Common Stock were issued and outstanding, all of each of the Company’s Subsidiaries is which were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive or similar rights, (except B) no shares of Preferred Stock were outstanding or reserved for any liability that may be imposed on shareholders by former Section 180.0622(2)(bissuance, (C) 3,233,621 shares of Common Stock were issuable upon the exercise of vested and unvested Company Stock Options, with a weighted average exercise price of $63.98, (D) 174,504 shares of Common Stock were issuable upon the vesting of outstanding Company RSU Awards, (E) 341,419 shares of Common Stock were issuable upon the vesting of outstanding Company Performance RSU Awards (assuming achievement of the WBCLapplicable performance goals at the one-hundred percent (100%) level) and (F) no shares of Common Stock were issuable upon the vesting of outstanding Company Other Equity Awards. Other than as set forth above in clauses (C), (D) and (E), and other than 7,000,000 Shares reserved for issuance in respect of future awards under the Stock Plans, as judicially interpretedof the close of business on September 18, for debts incurred prior to June 142014, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary has no Shares reserved for issuance. As of the Companyclose of business on September 18, free and clear 2014, there are no awards of any lien, charge, pledge, security interest, claim equity or other encumbrance equity-based compensation that were not made under the Stock Plans (each, a as defined below) or Company 401(k) Retirement Savings Plan (the “LienCompany 401(k) Plan”). Except for any obligations pursuant to this Agreement, or as set forth above, including Section 5.1(b)(i) as of the Company Disclosure Letterclose of business on September 18, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”)2014, there are no preemptive or other outstanding rights, options, subscriptions, warrants, conversion rights, stock appreciation rights, profits interests, phantom stock, restricted stock units, redemption rights, repurchase rights, agreements, arrangements, undertakings, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell or make payments based on the value of any shares of capital stock stock, equity securities or other equity securities ownership interests of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any capital stock, equity securities or other ownership interests of the Company or any of its SubsidiariesCompany, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock PlansPlans or Company 401(k) Plan, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear nonassessable. As of any Liens imposed or created by the close of business on September 18, 2014, neither the Company (except for nor any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders stockholders of the Company on any matter. Since September 18, 2014 to the date hereof, the Company has not issued any capital stock, other ownership interests or other securities (including any securities convertible into or exchangeable for capital stock or other ownership interests), other than or pursuant to the Company 401(k) Plan or Company Equity Awards referred to above that were outstanding as of September 18, 2014 that were issued pursuant to the Company’s 2003 Long-Term Incentive Plan and 2014 Long-Term Incentive Plan (together, the “Stock Plans”).

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares100,000,000 Shares and 20,000,000 preferred shares of beneficial interest, of which 24,340,155 Shares were outstanding as of par value $0.01 per share (the “Company Authorized Preferred”). At the close of business on October 27, 2006 and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14September 11, 2006, (i) 21,123,733 Shares were issued and outstanding, including 76,100 Shares that are currently subject to restricted stock awards under the Company Stock Plans, (ii) no Shares were held by the Company in its treasury, (iii) 680,766 Shares were reserved for issuance pursuant to outstanding options to purchase Company Common Shares (options to purchase Company Common Shares being “Company Stock Options”) granted under the Company’s Amended and Restated 2002 Stock Incentive Plan (or its predecessor 2002 Stock Incentive Plan) and Employee Share Purchase Plan (together, and each as amended, the “Company Stock Plans”). Other than 3,150,723 , (iv) 2,100,000 Company Preferred Shares were issued and outstanding and 3,333,333 Company Common Shares were reserved for issuance upon conversion of Company Preferred Shares, (v) 1,492,853 Shares were reserved for the grant of additional awards under the Company Stock Plans, (vi) 2,990,709 Shares were reserved for issuance under the Company’s 2005 Equity Incentive Direct Stock Purchase and Dividend Reinvestment Plan, 1991 Stock Option Plan (vii) 339,458 Shares were reserved for issuance upon redemption of Company OP Units and Equity Incentive Plan (the “Stock Plans”), viii) 1,044,400 Shares subject to were reserved for issuance under the Rights Agreement and Shares subject Company’s Continuous Offering Program pursuant to issuance the Company’s Registration Statement on Form S-3 (Registration No. 333-125213). As of the close of business on September 11, 2006, except as set forth above or under the Xxxxx Corporation Incentive Savings Plan Company’s Deferred Compensation Plan, no Shares were issued, reserved for issuance or outstanding, no Company Stock Options have been granted and there are not any phantom stock or other contractual rights the Xxxxx Hourly 401(k) Plan value of which is determined in whole or in part by the value of any capital stock of the Company (the “401(k) PlansStock Equivalents”). Since September 11, 2006 and on or prior to the date of this Agreement, except for the exercise of any Company Stock Options referred to in clause (iii) above, the Company has no not issued any Shares subject or made any grant of awards under the Company Stock Plans or the Company’s Deferred Compensation Plan or authorized or entered into any Contract to issuance. Section 5.1(b)(i) do any of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, foregoing. There are no outstanding stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized. Each outstanding Share is, validly issued, fully paid and nonassessable (except for any liability that each Share which may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights AgreementCompany Stock Plans will be, dated as of November 5when issued, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by not subject to preemptive rights. Other than the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) Common Shares and the Company Authorized Preferred, including the Company Preferred Shares, there are no other authorized classes of capital stock of the WBCLCompany. Other than the Company Preferred Shares, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have there are no outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the shareholders on any matter on which holders of Company Common Shares may vote. Except as set forth above or in Section 3.3(a) of the Company on Disclosure Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any matterkind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock, Company Stock Options or other voting securities or Stock Equivalents of the Company or of any of its Company Subsidiaries (other than Company OP) or obligating the Company or any Company Subsidiary (other than Company OP) 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, other than as set forth in the Company OP Partnership Agreement, the Subsidiary Organizational Documents, the Declaration or Section 3.3(a) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interest of the Company or any Company Subsidiary. Other than the Support Agreements, the Subsidiary Organizational Documents or Section 3.3(a) of the Company Disclosure Letter, there are no outstanding agreements to which the Company, a Company Subsidiary or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Company Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 500,000,000 Company Shares and 50,000,000 shares of preferred stock, value $0.01 per share (“Company Preferred Shares, of which 24,340,155 Shares were outstanding as ”). As of the close of business on October 27June 21, 2006 2018 (the “Capitalization Date”), (A) 119,184,208 Company Shares were issued and 300,000 shares of preferred stock, par value $10.00 per shareoutstanding (not including Company Shares held in treasury), of which none were Company Restricted Shares and 122,094 were performance shares that are Company PSAs, (B) 1,000,000 Company Shares were held in treasury, (C) no shares are Company Preferred Shares were issued or outstanding. All , (D) 2,040,876 Company Shares were issuable upon the exercise of outstanding Company Options, which had a weighted average exercise price of $41.87, (E) 457,284 Company Shares were subject to outstanding Company RSUs, (F) 675,266 Company Shares were subject to outstanding Company PSUs, (assuming achievement of the outstanding Shares have been duly authorized and are validly issuedapplicable performance measures at the maximum level, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) but excluding the Company PSU Portion of the WBCLUnvested Company PSAs) and 122,094 Company Shares were subject to the Company PSU Portion of the Unvested Company PSAs, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 (G) 4,276,815 Company Shares were reserved and available for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding and (H) (1) no other shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of the Company were issued, reserved for issuance or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable foroutstanding and (2) there are no equity awards pursuant to which Company Shares are issuable, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any issuance of any Shares , other than outstanding Company Options, Company RSUs, Company PSAs and Company PSUs identified in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company forgoing clauses (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bC) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006through (F). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the ------------------ Company consists of 75,000,000 Shares, 200,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 15,000,000 shares of preferred stock, par value $10.00 .01 per shareshare (the "Company Preferred ----------------- Stock", of which no shares are outstanding. All of and together with the outstanding Shares have been duly authorized and are validly issuedCompany Common Stock, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006"Company Capital ----- --------------- Stock"). Other At the close of business on (i) March 31, 1998, 85,248,101 shares of Company Common Stock and 1,750,000 shares of Series A Preferred were issued and outstanding, (ii) March 31, 1998, 2,581,182 shares of Company Common Stock were held by the Company in its treasury, (iii) April 20, 1998, 6,033,471 shares of Company Common Stock were subject to outstanding Company Stock Options and not more than 3,150,723 Shares 4,250,475 additional shares of Company Common Stock were reserved for issuance under pursuant to the Company’s 2005 Equity 's 1994 Incentive Plan, 1991 as amended, for stock options, SARs, and other awards of Company Common Stock Option which had not been granted as of the date of this Agreement, (iv) March 31, 1998, 45,000,000 shares of Company Common Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Company Rights Agreement -------------- (as defined in Section 6.10) and (v) March 31, 1998, 100,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's Amended and Restated Deferred Compensation Plan and Equity Incentive Plan (45,000 shares of Company Common Stock were reserved for issuance pursuant to the “Stock Plans”), Shares subject to issuance under the Rights Agreement defined contribution retirement plan for employees of Virginia Indonesia Company. Except as set forth above and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under Company's Savings Plan for Salaried Employees, at the Stock Plansclose of business on May 1, including the holder1998, number of Shares and, where applicable, exercise price. Each of the outstanding no shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any issuance There are no outstanding Company SARs (as defined in Section 6.04) that were not granted in tandem with a related Company Stock Option. All outstanding shares of any Shares in accordance with Company Capital Stock are, and all such shares that may be issued prior to the terms of the Stock Plans, such Shares Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear not subject to or issued in violation of any Liens imposed purchase option, call option, right of first refusal, preemptive right, subscription right or created by any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract (except for any liability that may be imposed on shareholders by former as defined in Section 180.0622(2)(b3.05) of to which the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)Company is a party or otherwise bound. The Company does There are not have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the shareholders on any matters on which stockholders of the Company on may vote ("Voting Company Debt"). Except as set forth above, as of the date ------------------- of this Agreement, there are not any matteroptions, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other 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 Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 accruing to holders of Company Capital Stock. As of the date of this Agreement, except as disclosed in the Company Disclosure Letter and as contemplated by Section 1.02(d), there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, 1,500,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 50,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Company Preferred Stock” and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on April 25, 2011, (i) 57,512,633 shares of Company Common Stock were issued and outstanding, of which 22,814 were Company Restricted Shares, (ii) no shares are of Company Preferred Stock were issued and outstanding. All , (iii) 6,568,656 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 2,575,038 shares were issuable upon exercise of outstanding Shares have been duly authorized Company Stock Options and are validly issued(B) 2,588,185 shares were potentially issuable under outstanding Company RSUs, fully paid including performance-based Company RSUs and nonassessable Annual Incentive Company RSUs, (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biv) 73,271 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Company Amended and Restated Employee Stock Option Plan and Equity Incentive Purchase Plan (the “Stock PlansCompany ESPP”), Shares subject to and (v) (x) 44,132 shares of Company Common Stock were reserved for issuance under upon conversion of the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan Company’s 3.0% Convertible Senior Notes due May 15, 2012 (the “401(kCompany Convertible Notes”) Plans”), and (y) the Company has no Shares subject to issuance. Section 5.1(b)(i) Conversion Rate (as defined in the indenture governing the terms of the Company Disclosure Letter contains a correct Convertible Notes) was 14.2086 shares of Company Common Stock per $1,000 principal amount of Company Convertible Notes and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect no adjustments had been made to the Shares under table or any amount therein set forth in section 10.13(c) of such indenture since the Stock Plansexecution of such indenture. Except as set forth in this Section 4.03(a), including at the holderclose of business on April 25, number of Shares and2011, where applicable, exercise price. Each of the outstanding no shares of capital stock or voting securities of, or other equity securities of each of interests in, the Company’s Subsidiaries is duly authorized, validly Company were issued, fully paid and nonassessable (except reserved for any liability that may be imposed issuance or outstanding. From the close of business on shareholders by former Section 180.0622(2)(b) April 25, 2011 to the date of the WBCLthis Agreement, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned there have been no issuances by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities of interests in, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forCompany, or giving any Person a right to subscribe for or acquire, any securities of other than the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares Company Common Stock upon the exercise of Company Stock Options outstanding at the close of business on April 25, 2011 and in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares100,000,000 shares, of which 24,340,155 Shares were outstanding as up to 100,000,000 shares may be shares of the close Common Stock and up to 5,000,000 shares of business on October 27, 2006 and 300,000 which may be shares of preferred stock, par value $10.00 0.001 per shareshare (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). At the close of which business on April 18, 2019, (i) 50,061,726 Shares were issued and outstanding (inclusive of 386,740 Company Restricted Stock Awards), (ii) no shares are of Company Preferred Stock were issued and outstanding. All , (iii) no Shares were held by the Company in its treasury, (iv) 6,521,133 Shares were reserved and available for issuance pursuant to the Company Stock Plans, including (A) 1,000,991 Shares issuable upon vesting or settlement of the outstanding Company RSUs (whether or not vested), (B) 552,153 Shares have been duly authorized issuable upon vesting or settlement of outstanding Company PSUs (whether or not vested), (C) 674,024 Shares issuable upon exercise of outstanding Company Options (whether or not vested), and are validly issued(D) 1,805,000 Shares issuable in respect of outstanding Company Long-Term Incentive Shares, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bv) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 2,500,000 Shares were reserved for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Employee Stock Option Plan and Equity Incentive Purchase Plan (the “Stock PlansESPP”), (vi) 158,116 Shares were subject to issuance purchase under the Rights Agreement Warrants and (vii) no Shares subject to were reserved for issuance in respect of the “Make Whole Fundamental Change” under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”Company Indenture. Except as set forth in this Section 3.3(a), at the Company has close of business on April 18, 2019, no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of each of of, or other equity interests in, the Company’s Subsidiaries is duly authorized, validly Company were issued, fully paid and nonassessable (except reserved for any liability that may be imposed issuance or outstanding. From the close of business on shareholders by former Section 180.0622(2)(b) April 18, 2019 to the date of the WBCLthis Agreement, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned there have been no issuances by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities of the Company interests in, or any of its Subsidiaries or any securities or obligations interest convertible into or exchangeable into or exercisable for, any capital stock or giving any Person a right to subscribe for voting securities of, or acquireother equity interests in, any securities of the Company or any of its SubsidiariesCompany, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any other than the issuance of any Shares upon the vesting, settlement or exercise of Company RSUs, Company PSUs, Company Options, Company Long-Term Incentive Shares or Warrants in each case outstanding at the close of business on April 18, 2019 and in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (i) The authorized share capital stock of the Company consists of 75,000,000 500,000,000 Shares and 50,000,000 preferred shares of which 20,000 have par value of $100.00 per share and 49,980,000 have no par value (the "Preferred Shares"), of which 24,340,155 5,000,000 shares of Preferred Stock having no par value have been designated as Class A Participating Preferred Shares were outstanding as (the "Junior Preferred Shares"). As of the close of business on October 27April 30, 2006 2001 (the "Capitalization Date"): 8,650,602 Shares were issued and 300,000 outstanding; no shares of preferred stockPreferred Stock were issued and outstanding; 874,687 Shares were held in the Company's treasury; and there were outstanding Rights with respect to 492,375 Shares as set forth in Section 3.3 of the Disclosure Letter; and there were outstanding rights (the "Rights Agreement Rights") under the Rights Agreement dated January 25, par value $10.00 per share2001 between the Company and Fleet National Bank, as rights agent (the "Rights Agreement"). Since the Capitalization Date, except as set forth in Section 3.3 of which no the Disclosure Letter or in the SEC Reports (as defined in Section 3.6), the Company (i) has not issued any Shares other than upon the exercise or vesting of Rights outstanding on such date, (ii) has not granted any options or rights to purchase or acquire Shares (under the Company's Share Plans or otherwise) and (iii) has not split, combined or reclassified any of its shares are outstandingof beneficial interest. All of the outstanding Shares have been been, and all Shares that may be issued pursuant to Rights will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former and are free of preemptive rights. Except as set forth in this Section 180.0622(2)(b) 3.3 or in Section 3.3 of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of optionsor in the SEC Reports, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the there are outstanding (i) no shares of capital stock beneficial interest or other equity voting securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free (ii) no securities of the Company convertible into or exchangeable for shares of beneficial interest or voting securities of the Company and clear (iii) no options, warrants, rights or other agreements or commitments to acquire from the Company, and no obligation of the Company to issue, any lien, charge, pledge, security shares of beneficial interest, claim voting securities or securities convertible into or exchangeable for shares of beneficial interest or voting securities of the Company, and no obligation of the Company to grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other encumbrance similar agreement or commitment (eachthe items in clauses (i), a “Lien”(ii) and (iii) being referred to collectively as the "Company Securities"). Except as set forth above, including in Section 5.1(b)(i) 3.3 of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities obligations of the Company or any of its Subsidiaries subsidiary to repurchase, redeem or otherwise acquire any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterSecurities.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 (A) 60,000,000 Company Shares, par value $0.20 per share, (B) 25,000 shares of which 24,340,155 Shares were outstanding as preferred stock of the Company, par value $100.00 per share (the “Company Preferred Stock”) and (C) 475,000 shares of serial preferred stock of the Company, par value $1.00 per share (the “Company Serial Preferred Stock”). At the close of business on October 275, 2006 2018 (the “Capitalization Date”): (i) 29,453,140 Company Shares were issued and 300,000 outstanding; (ii) no shares of preferred stock, par value $10.00 per share, of which Company Preferred Stock were issued and outstanding; (iii) no shares are of Company Serial Preferred Stock were issued and outstanding. All ; (iv) 3,737,327 Company Shares were held by the Company in its treasury; (v) 1,162,730 Company Shares were subject to issuance upon the exercise of outstanding Company Options (whether or not presently exercisable); (vi) 100,227 Company Shares were subject to issuance upon the settlement of outstanding Company RSUs; (vii) 115,083 Company Shares have been duly authorized and are validly issued, fully paid and nonassessable were subject to issuance upon the settlement of outstanding Company PSUs assuming achievement at target levels; (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bviii) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 2,120,585 Company Shares were reserved for the future grant of Company Equity Awards under the Company Stock Plans; and (ix) 438,111 Company Shares were reserved for the future issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (Company ESPP or for purposes of the “Stock Plans”), Shares subject Company XXXX Scheme. From the close of business on the Capitalization Date to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)date of this Agreement, the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and not issued or granted any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (Equity Securities except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including on Section 5.1(b)(i3.03(a) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, 150,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 25,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (“Company Preferred Stock”). At the close of business on November 28, 2008, (i) 33,777,968 shares of which Company Common Stock were issued and outstanding (including 223,385 Company Restricted Shares granted under the Company Stock Plans), (ii) no shares are outstanding. All of Company Common Stock were held by the Company in its treasury, (iii) 7,573,117 shares of Company Common Stock were reserved and available for issuance pursuant to the Amended and Restated 2005 Long-Term Incentive Plan of the outstanding Shares have been duly authorized and are validly issuedCompany (the “2005 Plan”), fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and 2007 Strategic Equity Incentive Plan of the Company under the 2005 Plan, the 1991 Long-Term Incentive Plan of the Company and the Employee Stock Purchase Plan of the Company (the “ESPP”, and such plans, collectively, the “Company Stock Plans”), Shares of which 5,084,733 shares of Company Common Stock were subject to issuance under the Rights Agreement outstanding Company Stock Options and Shares 302,160 shares of Company Common Stock were subject to outstanding Company PSU Awards, (iv) 5,206,625 shares of Company Common Stock were reserved and available for issuance under upon exercise of the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan warrants (the “401(kCompany Warrants”) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect granted or issued pursuant to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former warrant agreements listed in Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i4.01(c) of the Company Disclosure Letter, true and except for correct copies of which have been delivered to Parent prior to the rights date of this Agreement (the “RightsCompany Warrant Agreements”), (v) 5,206,625 shares of Company Common Stock were reserved and available for issuance upon conversion of the Company’s outstanding 2.75% Convertible Subordinated Notes due 2024 (the “Company Convertible Notes”) that have been issued pursuant to the Rights Agreement, Indenture dated as of November 5December 22, 2001, as amended, 2003 between the Company and American Stock Transfer & Trust Company U.S. Bank National Association, as Trustee (the “Rights AgreementCompany Convertible Notes Indenture”) and (vi) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares. Except as set forth above in this Section 4.01(c) and for shares issued or to be issued upon the exercise of the Company Stock Options outstanding on the date hereof and included in clause (iii) of the first sentence of this Section 4.01(c), there at the close of business on November 28, 2008, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no preemptive outstanding shares of Company Common Stock or other outstanding rights, options, warrants, conversion rightsCompany Preferred Stock subject to vesting or restrictions on transfer imposed by the Company, stock appreciation rights, redemption “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than the Company Stock Options, the Company Restricted Shares, the Company PSU Awards, the Company Convertible Notes and the Company Warrants) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 4.01(c) of the Company Disclosure Letter sets forth a complete and accurate list, as of November 28, 2008, of (A) all outstanding options to purchase shares of Company Common Stock (collectively, together with any options granted after November 28, 2008, as permitted by this Agreement, but exclusive of rights under the ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof, (B) all shares of Company Common Stock that were outstanding but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase rightsby the Company at a fixed purchase price as of such time (shares so subject, the “Company Restricted Shares”) under the Company Stock Plans or otherwise, the grant and issuance dates, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof, (C) all outstanding performance stock unit awards in respect of shares of Company Common Stock (collectively, the “Company PSU Awards”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates and vesting schedules thereof and the names of the holders thereof and (D) all outstanding Company Warrants, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All (i) Company Restricted Shares, (ii) Company Stock Options and (iii) Company PSU Awards are evidenced by stock option agreements, arrangementsrestricted stock award agreements, callsperformance stock unit award agreements or other award agreements, commitments in each case substantially in the forms set forth in Section 4.01(c) of the Company Disclosure Letter, except that the forms of such agreements differ with respect to the number of options, performance stock unit awards or shares covered thereby, the exercise price, regular vesting schedule, repurchase price and expiration date applicable thereto and other similar terms and, except for such differences, no stock option agreement, restricted stock award agreement, performance stock unit award agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. 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, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “NYSE”), the per share exercise price of each Company Stock Option was equal to the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Stock Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Stock Option) of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. As of the close of business on November 28, 2008, there were outstanding Company Stock Options to purchase 1,234,080 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.897590. 1,249 shares of Company Common Stock were subject to outstanding rights under the ESPP based on payroll information for the period ending September 26, 2008 (assuming the fair market value per share of any kind Company Common Stock determined in accordance with the terms of the ESPP on the last day of the offering period in effect under the ESPP on the date hereof was equal to the Merger Consideration and that obligate payroll deductions continue at the current rate). Each Company Stock Option, each Company Restricted Share and each Company PSU Award may, by its terms, be treated at the Effective Time as set forth in Section 6.04(a)(i), 6.04(a)(ii) or 6.04(a)(iii), as applicable. Each of the Company Warrants has an exercise price in excess of the Offer Price. The Company Warrants terminate and expire in accordance with their terms on January 1, 2009, and no payments in respect of the Company Warrants are payable by the Company or any of its Subsidiaries to issue in respect of the execution and delivery of this Agreement or sell the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement or in respect of such termination or expiration. All outstanding shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forare, or giving any Person a right and all shares which may be issued pursuant to subscribe for or acquire, any securities of the Company or any of its SubsidiariesStock Options, the Company PSU Awards, rights under the ESPP, the Company Convertible Notes and no securities or obligations evidencing such rights are authorizedthe Company Warrants will be, when issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plansthereof, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior not subject to June 14, 2006)preemptive rights. The Company does not have outstanding any There are no bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or, except for the Company Convertible Notes, convertible into, or convertible into or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which shareholders of the Company on may vote. Except as set forth above in this Section 4.01(c), as of the date hereof, (x) there are not issued, reserved for issuance or outstanding (A) any mattershares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or 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 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, 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 4.01(c), as of the date hereof, 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 voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of 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 any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares300,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, no par value (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”), of which 24,340,155 Shares were outstanding 125,000 shares have been designated as of Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock”). At the close of business on October 27July 8, 2006 and 300,000 2008, (i) 112,663,180 shares of preferred stock, par value $10.00 per shareCompany Common Stock were issued and outstanding, of which no 1,712,546 were Company Restricted Shares and 483,563 shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders were held by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance an employee stock ownership plan trust under the Company’s 2005 Equity Incentive Savings and Investment Plan, 1991 Plan No. 020, (ii) no shares of Company Preferred Stock Option Plan were issued or outstanding, (iii) 47,236,293 shares of Company Common Stock were held by the Company in its treasury, (iv) 8,954,274 shares of Company Common Stock were reserved and Equity Incentive Plan available for issuance pursuant to the Company Stock Plans, of which 3,880,914 shares were subject to issuance in payment of outstanding Company Stock Options and 151,905 shares were subject to issuance in payment of outstanding Company RSUs, (v) 6,604,214 shares of Company Common Stock were reserved for issuance upon exercise of warrants to purchase shares of Company Common Stock (the “Stock PlansWarrants”) issued pursuant to the Warrant Agreement, dated as of July 27, 1999, between the Company and The Chase Manhattan Bank, as warrant agent (the “Warrant Agreement”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k(vi) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding 148,732 shares of capital stock or other equity securities of each Company Common Stock were reserved for issuance upon conversion of the Company’s Subsidiaries is duly authorized8% Convertible Subordinated Debentures due 2010 (the “Convertible Debentures”) issued pursuant to the Indenture, validly issueddated as of August 15, fully paid 1985, between the Company and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLBankers Trust Company, as judicially interpretedtrustee, for debts incurred prior to June 14, 2006) and owned by (the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “LienConvertible Debentures Indenture”). Except as set forth abovein this Section 3.03(a), including at the close of business on July 8, 2008, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. After July 8, 2008, there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of Company Common Stock upon the exercise of Company Stock Options or pursuant to Company RSUs, in each case outstanding at the close of business on July 8, 2008 and in accordance with their terms on July 8, 2008, or upon the exercise of the Warrants or the conversion of the Convertible Debentures, in each case in accordance with their terms on July 8, 2008. Except as set forth in Section 5.1(b)(i) 3.03 of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive outstanding stock appreciation, “phantom” stock, profit participation or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments dividend equivalent rights or similar rights of any kind that obligate with respect to the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterSubsidiary.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 250,000,000 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 10,000,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan 0.001 (the “Stock PlansCompany Preferred Stock” and, together with the Shares, the “Company Capital Stock”). At the close of business on October 10, 2018, (i) 47,088,791 Shares subject to issuance under the Rights Agreement were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), were held by the Company has no in its treasury, (iv) 14,178,734 Shares subject were reserved and available for issuance pursuant to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including (A) 931,635 Shares issuable upon vesting or settlement of outstanding Company RSUs (whether or not vested and whether or not granted under the holderCompany Stock Plans) and (B) 7,629,528 Shares issuable upon exercise of outstanding Company Options (whether or not vested and whether or not granted under the Company Stock Plans), number of (v) 1,213,589 Shares andwere reserved for issuance pursuant to the ESPP, where applicableand (vi) approximately 102,658 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming the closing price per Share as reported on the purchase date for the Current Purchase Period is equal to the closing price per Share on October 10, exercise price. Each 2018 and employee contributions continue until such purchase date at the levels in place as of the outstanding shares date immediately preceding the date of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”this Agreement). Except as set forth above, including in this Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”3.3(a), there are at the close of business on October 10, 2018, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities of interests in, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any From the close of business on October 10, 2018 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of any Shares upon the vesting or settlement of Company RSUs and the issuance of Shares upon the exercise of Company Options, in each case, outstanding at the close of business on October 10, 2018 and in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 175,000,000 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 25,000,000 shares of preferred stock, par value $10.00 per share0.01 (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). At the close of which business on September 5, 2018, (i) 36,968,909 Shares were issued and outstanding, (ii) no shares are of Company Preferred Stock were issued and outstanding. All , (iii) no Shares were held by the Company in its treasury, (iv) 3,804,345 Shares were reserved and available for issuance pursuant to the Company Stock Plan, including (A) 602,763 Shares issuable upon vesting or settlement of the outstanding Company RSUs (whether or not vested) and (B) 579,083 Shares have been duly authorized issuable upon vesting or settlement of outstanding Company PSUs (whether or not vested) and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bv) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 1,000,000 Shares were reserved for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Employee Stock Option Plan and Equity Incentive Purchase Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “LienESPP”). Except as set forth abovein this Section 3.3(a), including Section 5.1(b)(i) at the close of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November business on September 5, 20012018, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities of interests in, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any From the close of business on September 5, 2018 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of any Shares upon the vesting or settlement of Company RSUs or Company PSUs, in each case outstanding at the close of business on September 5, 2018 and in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, 100,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 5,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Company Preferred Stock” and together with the Company Common Stock, the “Company Capital Stock”). At the close of which business on December 31, 2016, (i) 32,240,404 shares of Company Common Stock were issued and outstanding, (ii) no shares are of Company Preferred Stock were issued and outstanding. All , (iii) 4,485,836 shares of Company Common Stock were reserved and available for issuance pursuant to the outstanding Shares have been duly authorized Company Stock Plans and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biv) 612,813 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Company Employee Stock Option Plan and Equity Incentive Purchase Plan (the “Stock PlansCompany ESPP”). At the close of business on December 31, Shares subject to issuance 2016, there were (A) 819,764 shares issuable upon settlement of outstanding Company RSUs and (B) 97,912 shares potentially issuable under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”outstanding Company PSUs. Except as set forth in this Section 4.03(a), at the Company has close of business on December 31, 2016, no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or voting securities of, or other equity securities of each of interests in, the Company’s Subsidiaries is duly authorized, validly Company were issued, fully paid and nonassessable (except reserved for any liability that may be imposed issuance or outstanding. From the close of business on shareholders by former Section 180.0622(2)(b) December 31, 2016 to the date of the WBCLthis Agreement, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned there have been no issuances by the Company of shares of capital stock or by a direct voting securities of, or indirect wholly owned Subsidiary of other equity interests in, the Company, free other than the issuance of Company Common Stock upon the settlement of Company RSUs or Company PSUs outstanding at the close of business on December 31, 2016 and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)in accordance with their terms in effect at such time. Except as set forth above, including above in this Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”4.03(a), there are no preemptive not issued, reserved for issuance or other outstanding, and there are not any outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of its Subsidiaries the Company or any securities Company Subsidiary 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 Company Subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiariescapital stock or voting securities of, and no securities or obligations evidencing such other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights are authorizedto acquire from the Company or any Company Subsidiary, issued or outstanding. Upon any issuance of any Shares in accordance with the terms other obligation of the Stock PlansCompany or any Company Subsidiary to issue, such Shares will deliver or sell, or cause to be duly authorized, validly issued, fully paid and nonassessable and free and clear of delivered or sold, any Liens imposed capital stock or created by voting securities of, or other equity interests in, the Company or any Company Subsidiary or (except for z) any liability that may be imposed on shareholders rights issued by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any mattershares of capital stock of the Company or any Company Subsidiary (whether payable in cash, stock or otherwise).

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company IES consists of 75,000,000 Shares(i) 24,000,000 shares of IES Common Stock, (ii) 120,000 shares of 4.30% Cumulative Preferred Stock, par value $50 per share ("4.30% Preferred Stock"), 146,406 shares of 4.80% Cumulative Preferred Stock, par value $50 per share ("4.80% Preferred Stock") and 200,000 shares of Cumulative Preferred Stock, par value $50 per share, of which 24,340,155 Shares were outstanding 100,000 shares have been designated as Series 6.10% ("6.10% Preferred Stock") (collectively, the "IES Preferred Stock"), and (iii) 700,000 shares of preference stock, par value $100 per share ("IES Preference Stock"). At the close of business on October 27September 30, 2006 and 300,000 2000, (i) 13,370,788 shares of preferred stockIES Common Stock were outstanding, par value $10.00 per shareall of said shares being held by Alliant Energy Corporation ("Alliant"), (ii) 120,000 shares of which 4.30% Preferred Stock, 146,406 shares of 4.80% Preferred Stock, and 100,000 shares of 6.10% Preferred Stock were outstanding and (iii) no shares are of IES Preference Stock were outstanding. At the close of business on September 30, 2000, no shares of IES Preferred Stock were held by IES or any of its affiliates, and no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which shareholders may vote ("Voting Debt") were issued or outstanding. All outstanding shares of the outstanding Shares have been duly authorized IES Common Stock and IES Preferred Stock are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) and are not subject to preemptive rights. As of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights date of this Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)except as otherwise contemplated herein, the Company has there are no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stockwarrants, restricted stock unitscalls, stock appreciation rights and rights, commitments or agreements of any other rights with respect character to the Shares under the Stock Planswhich IES is a party or by which it is bound obligating IES to issue, including the holderdeliver or sell, number of Shares andor cause to be issued, where applicabledelivered or sold, exercise price. Each of the outstanding additional shares of capital stock or other equity securities any Voting Debt of each of the Company’s Subsidiaries is duly authorizedIES or obligating IES to grant, validly issuedextend or enter into any such option, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLwarrant, as judicially interpretedcall, for debts incurred prior to June 14right, 2006) and owned by the Company commitment or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matteragreement."

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, 300,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 10,000,000 shares of preferred stock, par value $10.00 0.01 per share, of which no shares are outstanding. All of share (the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006“Company Preferred Stock”). Other than 3,150,723 Shares At the close of business on August 31, 2010, (i) 136,333,333 shares of Company Common Stock were issued and outstanding, (ii) 1,467,523 shares of Company Common Stock were reserved and available for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan Amended and Restated Equity Incentive Plan and 2006 Omnibus Incentive Plan (collectively, the “Company Stock Plans”), Shares and pursuant to such Company Stock Plans (A) 7,651,238 shares of Company Common Stock were subject to issuance under outstanding options to acquire shares of Company Common Stock (such options, together with any options granted thereunder after August 31, 2010, the Rights Agreement and Shares “Company Stock Options”), (B) 1,264,357 shares of Company Common Stock were subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan restricted stock unit awards that were subject to service-based vesting or delivery requirements (the “401(k) PlansCompany RSUs”), (C) 196,691 shares of Company Common Stock were subject to restricted stock unit awards that were subject to performance-based vesting or delivery requirements, assuming settlement of such awards based on the attainment of performance goals at target levels (the “Company PSUs”), and (D) 191,568 shares of Company Common Stock were subject to deferred stock unit awards (the “Company DSUs” and, together with the Company has no Shares subject to issuance. Section 5.1(b)(iStock Options, Company RSUs and Company PSUs, the ‘‘Company Equity Awards”), (iii) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding 3,088,996 shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and Company Common Stock were owned by the Company or by a direct or indirect wholly owned Subsidiary as treasury stock, and (iv) no shares of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)Company Preferred Stock were outstanding. Except as set forth above, including at the close of business on August 31, 2010, no shares of 12 capital stock or other voting securities of or equity interests in the Company were issued, reserved for issuance or outstanding. Section 5.1(b)(i4.03(a) of the Company Disclosure LetterLetter sets forth the aggregate amount of Company Equity Awards outstanding as of August 31, 2010, including (to the extent applicable) the Company Stock Plan under which each such Company Equity Award was granted, the price at which such Company Equity Award may be exercised (if any) and status of each such Company Equity Award. From August 31, 2010 (and except for the rights issuance for any Top-Up Shares), (the “Rights”x) that there have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between no issuances by the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities of or equity securities interests in the Company (including Company Equity Awards), other than issuances of shares of Company Common Stock pursuant to Company Equity Awards outstanding on August 31, 2010 or the Company’s Amended and Restated Savings Plan (the “Company 401(k) Plan”), and (y) there have been no issuances by the Company of options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right nature accruing to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right Company Common Stock, other than issuances pursuant to vote (Company Equity Awards outstanding on August 31, 2010 or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter401(k) Plan.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares300,000,000 shares of Company Common Stock, and 10,000,000 shares of Preferred Stock (the “Preferred Stock”) and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on May 31, 2016, (i) 94,208,706 shares of Company Common Stock were issued and outstanding (of which 24,340,155 Shares no shares were subject to vesting restrictions pursuant to the Company Stock Plans); (ii) no shares of Preferred Stock were issued and outstanding; (iii) 6,449,128 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans; (iv) 8,611,857 shares of Company Common Stock were issuable upon exercise of outstanding Company Stock Options; (v) 2,412,065 shares of Company Common Stock were potentially issuable upon the vesting or settlement of outstanding Company RSUs; (vi) 17,513 shares of Company Common Stock were potentially issuable upon the vesting or settlement of outstanding Company SSARs (assuming a fair market value per share of Company Common Stock of $30.50); and (vii) 104,339 shares of Company Common Stock were potentially issuable upon the vesting or settlement of outstanding Company MVSSARs (assuming a fair market value per share of Company Common Stock of $30.50). Except as set forth in this Section 4.03(a), at the close of business on May 31, 2016, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or (z) any rights issued by, or other obligations of, the Company that are linked in any way to the price of any class of Company Capital Stock, the value of the Company or any part of the Company or any dividends or other distributions declared or paid on any shares of capital stock of the Company. Section 4.03(a) of the Company Disclosure Letter sets forth, as of the close of business on October 27May 31, 2006 and 300,000 shares of preferred stock2016, par value $10.00 per share, of which no shares are outstanding. All a list of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) holders of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance Company Stock Awards granted under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including including, on a holder by holder and grant by grant basis, the holderdate on which each such Company Stock Award was granted, the type and number of Shares andCompany Stock Awards granted, where the expiration date of such Company Stock Award, the price at which such a Company Stock Award may be exercised (if applicable) under an applicable Company Stock Plan pursuant to which the Company Stock Award was granted, exercise price. Each the date upon which any Company RSU is to be settled (if such Company RSU represents “nonqualified deferred compensation” for purposes of Section 409A of the outstanding shares of capital stock or other equity securities Code) and the vesting schedule and status of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the such Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterAward.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, 150,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 5,000,000 shares of preferred stock, par value $10.00 0.001 per share, of which no shares are outstanding. All of share (the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006“Company Preferred Stock”). Other than 3,150,723 Shares At the close of business on August 4, 2022 (the “Measurement Date”), (i) 67,463,704 shares of Company Common Stock were issued and outstanding, (ii) zero shares of Company Common Stock were held by the Company in its treasury, (iii) 3,972,694 shares of Company Common Stock were subject to outstanding Company Stock Options, 4,010,124 shares of Company Common Stock were subject to outstanding Company Restricted Stock Units, 843,906 shares of Company Common Stock were subject to outstanding Company Performance Stock Units (assuming all applicable performance measures are satisfied at the maximum level) and 14,574,335 additional shares of Company Common Stock were reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject pursuant to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding (iv) 430,954 shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid Company Common Stock were reserved and nonassessable (except available for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by purchase under the Company ESPP, (v) no shares of Company Preferred Stock were issued or by a direct or indirect wholly owned Subsidiary outstanding, (vi) $345 million aggregate principal amount of Convertible Notes were issued and outstanding and (vii) 3,714,356 shares of Company Common Stock were reserved for issuance pursuant to the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)Company ATM Program. Except as set forth above, including Section 5.1(b)(i) at the close of business on the Company Disclosure LetterMeasurement Date, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries or any securities or obligations options, warrants, convertible or exchangeable into securities, stock-based units (performance or exercisable for, otherwise) or giving any Person a right other rights to subscribe for acquire shares of capital stock or acquire, any other voting securities or equity interests of the Company or other rights that give the holder thereof any economic or voting interest of its Subsidiariesa nature accruing to the holders of Company Common Stock, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any other than the issuance of any Shares Company Common Stock upon the exercise of Company Stock Options, ESPP Purchase Rights, the settlement of Company Restricted Stock Units and Company Performance Stock Units or the conversion of Convertible Notes, in each case only to the extent such securities were outstanding on the Measurement Date and solely in accordance with their applicable terms as in effect on the terms date of such exercise, purchase, settlement or conversion, as applicable. As of the date hereof, the Conversion Rate (as defined in the Convertible Notes Indenture as in effect on the date hereof) is 31.4985 shares of Common Stock Plans, such Shares will be duly authorized, validly issued, fully paid (as defined in the Convertible Notes Indenture as in effect on the date hereof) per $1,000 principal amount of Convertible Notes. From and nonassessable and free and clear of any Liens imposed or created by after the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) date of the WBCLCapped Call Transactions until (and including) the date hereof, no event or circumstance has occurred that has resulted in an adjustment (other than as judicially interpreted, for debts incurred prior a result of this Agreement or the Transactions) to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have applicable Option Entitlement (as defined in the right to vote (or convertible into or exercisable for securities having Capped Call Documentation as in effect on the right to votedate hereof) with set forth in the shareholders Capped Call Documentation as of the Company date of original effectiveness thereof, the Strike Price (as defined in the Capped Call Documentation as in effect on any matterthe date hereof) from $31.7475 or the Cap Price (as defined in the Capped Call Documentation as in effect on the date hereof) from $49.8000.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 200,000,000 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 1,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Preferred Shares”), of which, as of the date of this Agreement, 79,699,299 Shares were issued and outstanding (which amount includes 6,847,656 Restricted Shares issued and outstanding as of the date of this Agreement) and no shares are Preferred Shares were issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) nonassessable. As of the WBCLdate of this Agreement, as judicially interpreted, for debts incurred prior to June 14, 2006). Other other than 3,150,723 4,059,376 Shares reserved for issuance under of future awards pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity 2009 Long Term Incentive Plan (the “Stock PlansPlan”), no Shares or other rights the economic value of which reference Shares were reserved for issuance of future awards for any plan, program or arrangement providing for the grant of equity-based awards to directors, officers, employees or consultants of the Company or any of its Subsidiaries. As of the date of this Agreement, (A) no Shares were subject to issuance outstanding options to purchase Shares and (B) 6,847,656 Shares were subject to restricted stock awards granted under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Stock Plan (such outstanding restricted stock awards, the “401(k) PlansRestricted Shares”). Furthermore, as of the Company has no Shares subject to issuancedate of this Agreement, there were 19,671.537 Share Equivalent Units outstanding. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list detailed listing, as of optionsthe date of this Agreement, restricted stock, restricted stock units, stock appreciation rights of the issued and any other rights with respect to outstanding Restricted Shares and the Shares under the Stock PlansShare Equivalent Units, including the holderholder or beneficiary thereof, the number of Restricted Shares andor Share Equivalent Units, where applicableas the case may be, exercise priceheld or beneficially owned by such Person, and the dates such Restricted Shares were granted. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim claim, option, right of first refusal, voting restriction, or other encumbrance (each, a “Lien”), except for Liens (A) of general applicability as may be provided under the Securities Act or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests) or (B) that may be created in connection with the Financing or the Carveout Transactions. Except as set forth above, including in this Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock shares of the Company consists of 75,000,000 24,000,000 Common Shares, of which 24,340,155 Shares 17,043,900 shares were outstanding as of the close of business on October 27March 6, 2006 and 300,000 shares of preferred stock2000, 100 Class A Restricted Voting Shares, par value $10.00 1.50 per shareshare ("CLASS A SHARES"), of which no shares are outstandingwere outstanding as of the close of business on March 6, 2000, and 2,000 Class B Shares, of which 1,000 shares were outstanding as of the close of business on March 6, 2000. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (nonassessable. The Company has no Shares or Class A Shares reserved for issuance, except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLthat, as judicially interpretedof March 6, for debts incurred prior to June 142000, 2006). Other than 3,150,723 there were 1,908,199 Common Shares reserved for issuance under pursuant to the Company’s 2005 Equity 's 1998 Share Option and Incentive PlanPlan and the 1997 TeleBermuda International Limited Directors, 1991 Executives, Senior Management and Senior Staff Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k"STOCK PLANS") Plan (the “401(k) Plans”), the Company has no Shares subject to issuanceor otherwise. Section 5.1(b)(i) of the The Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect each outstanding option to the purchase Common Shares under the Stock Plans(each a "COMPANY OPTION"), including the holder, date of grant, exercise price and number of Common Shares and, where applicable, exercise pricesubject thereto. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s 's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (and, except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLdirectors' qualifying shares, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each"LIENS"), a “Lien”except for those liens created pursuant to the Credit Agreement or any Security Document (as such terms are defined below). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.set

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 135,000,000 Shares, of which 24,340,155 36,729,865 Shares were outstanding as of the close of business on October 27May 21, 2006 2007, and 300,000 1,000,000 shares of preferred stock, par value $10.00 1.00 per shareshare (the “Preferred Stock”), of which no shares are outstandingwere outstanding as of the closing of business on the date hereof. Between May 21, 2007 and the execution of this Agreement, no Shares have been issued except pursuant to the exercise of Company Stock Options in accordance with the terms thereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 5,766,126 Shares (reduced by any Shares issued pursuant to exercise of Company Stock Options in accordance with the terms thereof since May 21, 2007) reserved for issuance under the Company’s 2005 Equity Incentive PlanESPP, 1991 Stock Option Plan and Equity the Company’s 1998 Long-Term Growth Incentive Plan (the “Stock Plans1998 Plan”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Company’s 1998 Non-Employee Director Stock Ownership Plan (the “401(k1998-D Plan”) Plansand the Company’s 2001 Stock Option and Incentive Plan (the “2001 Plan”), the Company has no Shares subject to reserved for issuance. As of May 21, 2007, the Company had 5,766,126 Shares reserved for issuance under the ESPP, the 1998 Plan, the 1998-D Plan and the 2001 Plan. Section 5.1(b)(i) 6.1.2 of the Company Disclosure Letter Schedule contains a correct and complete list of options, restricted stock, performance share awards subject to vesting and restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, date of grant, term, number of Shares and, where applicable, exercise priceprice and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly wholly-owned Subsidiary of the Company, free and clear of any lienLien except, chargewhere applicable, pledge, security interest, claim or other encumbrance (each, a “Lien”)for director qualifying shares as required by applicable law in any foreign jurisdiction. Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, above and except for the rights (the “Rights”) that have been issued pursuant to the Shareholder Rights Agreement, dated as of November 5March 13, 2001, as amended2007, between the Company and American Stock Transfer & Computershare Trust Company Company, N.A., as rights agent (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)Liens. 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 vote) with the shareholders Shareholders of the Company on any matter.

Capital Structure. (ia) The authorized share capital stock of the Company consists of 75,000,000 Shares140,000,000 Shares and 10,000,000 preferred shares, of which 24,340,155 6,000 are designated Series A Preference Shares and 6,000 are designated Series B Preference Shares. As of the Capitalization Date: (i) 40,851,445 Shares were issued and outstanding, (ii) 983,897 Shares were underlying outstanding as Company RSUs (assuming attainment of maximum performance under any performance vesting conditions); (iii) 6,000 Series A Preference Shares and 6,000 Series B Preference Shares were issued and outstanding; (iv) 606,268 Shares were subject to outstanding Company Options; and (v) 1,024,851 Shares were reserved and available for new award grants pursuant to the close Company’s Share Plan. Since the Capitalization Date and through the date of business this Agreement, (A) neither the Company nor any of its Subsidiaries has issued any securities or interests or incurred any obligation to make any payments based on October 27the price or value of any securities or interests, 2006 and 300,000 shares of preferred stock(B) the Company Share Plan has not been amended or otherwise modified, par value $10.00 per share, of which (C) no shares are outstanding. All of the outstanding Shares or Company Preference Shares have been duly authorized and are validly issued, fully paid and nonassessable repurchased or redeemed or issued (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number vesting or settlement of Shares and, where applicable, exercise price. Each of the Company Equity Awards outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) the Capitalization Date and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plansapplicable Company Share Plan in effect on the Capitalization Date or as otherwise expressly permitted by this Agreement), such and (D) no Shares will be duly authorizedhave been reserved for issuance and no Company Equity Awards have been granted, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by except pursuant to the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) terms of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The applicable Company does not have outstanding any bonds, debentures, notes or other obligations Share Plan in effect on 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 on any matterCapitalization Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares900,000,000 shares of Company Common Stock, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 25,000,000 shares of preferred stock, par value $10.00 1.00 per shareshare (the "Company Preferred Stock"). Prior to the Effective Time, each issued and outstanding share of Series B ESOP Convertible Preferred Stock of the Company (the "Company Series B Preferred Stock") shall automatically be converted into 4.37968 shares of Company Common Stock pursuant to the Restated Certificate of Incorporation of the Company, as amended to the date of this Agreement. As of the close of business on May 31, 2000, (A) 277,292,968 shares of Company Common Stock (excluding shares held by the Company as treasury shares but including 2,631,306 shares of Company Common Stock held in a rabbi trust) were issued and outstanding, (B) 113,249,920 shares of Company Common Stock were held by the Company as treasury shares, (C) 37,000,000 shares of Company Common Stock were originally reserved for issuance pursuant to the Company's 1984 Stock and Performance Plan, 1993 Stock and Performance Plan, Deferred Compensation Plan for Outside Directors and Deferred Stock Unit Plan (such plans, collectively, the "Company Stock Plans"), of which no (as of June 6, 2000) 8,569,819 shares are were subject to outstanding Company Stock Options (as defined below), (D) 1,633,766 shares of Company Series B Preferred Stock were issued and outstanding. All , (E) 7,155,374 shares of Company Common Stock were reserved for issuance upon conversion of the outstanding Shares have been duly authorized Company Series B Preferred Stock and are validly issued(F) 2,000,000 shares of Company Preferred Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of January 4, fully paid 1999 (as amended from time to time, the "Company Rights Agreement"), between the Company and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) First Chicago Trust Company of the WBCLNew York, as judicially interpreted, for debts incurred prior to June 14, 2006)Rights Agent. Other than 3,150,723 Shares 2,345,349 issued and outstanding performance unit rights (whether or not currently earned) that are linked to the price of Company Common Stock and have been granted under the Company Stock Plans (collectively, the "Company Performance Units"), there are no outstanding stock appreciation rights or other rights that are linked to the price of Company Common Stock granted under any Company Stock Plan whether or not granted in tandem with a related Stock Option. No shares of Company Common Stock are owned by any subsidiary of the Company. The Company has delivered to the Parents a true and complete list, as of the close of business on June 6, 2000, of all outstanding Company Performance Units granted under the Company Stock Plans, the grant dates and the fair market value (as determined under the applicable Company Stock Plans) of Company Common Stock on such grant dates and the names of the holders thereof. During the period from the close of business on April 30, 2000 to the date of this Agreement, no Company Performance Units have been granted by the Company. The Company has delivered to the Parents a true and complete list, as of the close of business on June 6, 2000, of all outstanding options to purchase Company Common Stock granted under the Company Stock Plans (collectively, the "Company Stock Options") and all other rights to purchase or receive Company Common Stock (collectively, the "Company Stock Issuance Rights") granted under the Company Stock Plans, the number of shares subject to each such Company Stock Option or Company Stock Issuance Right, the grant dates and exercise prices of each such Company Stock Option or, as applicable, Company Stock Issuance Right and the names of the holder thereof. As of the close of business on June 6, 2000, there were outstanding Company Stock Options (stand-alone or detached from canceled Company Performance Units) to purchase 8,569,819 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $42.90. Except as set forth above, as of the close of business on May 31, 2000, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities, were issued, reserved for issuance under or outstanding. During the Company’s 2005 Equity Incentive Planperiod from May 31, 1991 Stock Option Plan and Equity Incentive Plan 2000 to the date of this Agreement, (x) there have been no issuances by the “Stock Plans”)Company of shares of capital stock of, Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)or other equity or voting interests in, the Company has other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement and (y) there have been no Shares subject to issuance. Section 5.1(b)(i) of issuances by the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any warrants or other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding acquire shares of capital stock or other equity securities or voting interests from the Company. All outstanding shares of each capital stock of the Company’s Subsidiaries is duly authorizedCompany are, validly issued, fully paid and nonassessable (except for any liability all shares that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights AgreementCompany Stock Plans will be, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, when issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plansthereof, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior not subject to June 14, 2006)preemptive rights. The Company does not have outstanding any There are no bonds, debentures, notes or other indebtedness of the Company or any of its subsidiaries, and, except as set forth above, no securities or other instruments or obligations of the holders Company or any of which have its subsidiaries, having in any such case at any time (whether actual or contingent) the right to vote (or which are convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the shareholders on any matters on which stockholders of the Company on or any matterof its subsidiaries may vote. Except as set forth above and except as specifically permitted under Section 4.01(a), there are no Contracts (as defined in Section 3.01(d)) of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries 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 of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or 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 or Contract. There are no outstanding contractual obligations of the Company or any of its subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or (II) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, any of its subsidiaries. To the knowledge of the Company as of the date of this Agreement, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries. The Company has made available to the Parents a complete and correct copy of the Company Rights Agreement, as amended to the date of this Agreement (prior to the amendments thereto referred to in Section 3.01(d)(ii)).

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares100,000,000 shares of Company Common Stock, and 4,000,000 shares of which 24,340,155 Shares were outstanding as of Preferred Stock (the “Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on October 27December 14, 2006 and 300,000 2021, (i) 44,960,126 shares of preferred stock, par value $10.00 per share, Company Common Stock were issued and outstanding (of which 2,315,133 shares of Company Common Stock were underlying Company Restricted Stock Awards, including 543,731 shares of Company Common Stock underlying Company Restricted Stock Awards subject to performance-based vesting conditions assuming that such conditions are achieved at target levels of performance); (ii) no shares of Preferred Stock were issued and outstanding; (iii) 4,357,666 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans; (iv) 1,460,678 shares of Company Common Stock were reserved and available for issuance pursuant to the Company ESPP; (v) 1,051 shares of Company Common Stock were issuable upon exercise of outstanding Company Stock Options (all of which are outstandingfully vested); and (vi) 204,012 shares of Company Common Stock were underlying Company Restricted Stock Unit Awards, including 19,061 shares of Company Common Stock underlying Company Restricted Stock Unit Awards subject to performance-based vesting conditions assuming that such conditions are achieved at target levels of performance. All Except as set forth in this Section 4.03(a), as of the outstanding Shares have been duly authorized and date of this Agreement, there are validly not issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Planor outstanding, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) there are not any outstanding obligations of the Company Disclosure Letter contains a correct and complete list of optionsto issue, restricted stockdeliver or sell, restricted or cause to be issued, delivered or sold, (x) any capital stock units, stock appreciation rights and or any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each securities of the outstanding Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity securities of each of the Company’s Subsidiaries is duly authorizedinterests in, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of including any lienCompany Stock Awards, charge(y) any warrants, pledgecalls, security interest, claim options or other encumbrance (eachrights to acquire from the Company, a “Lien”). Except as set forth above, including Section 5.1(b)(i) or any other obligation of the Company Disclosure Letterto issue, and except for deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company, or (z) any rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive including phantom equity or other outstanding rights, options, warrants, conversion rights, stock appreciation rights) issued by, redemption rightsor other obligations of, repurchase rights, agreements, arrangements, calls, commitments or rights the Company that are linked in any way to the price of any kind that obligate class of Company Capital Stock, the value of the Company or any part of its Subsidiaries to issue the Company or sell any dividends or other distributions declared or paid on any shares of capital stock or other equity securities of the Company. At least five Business Days prior to the Closing Date, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person will provide to Parent a right to subscribe for or acquire, any securities list of the holders of Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with Stock Awards granted under the terms of the Company Stock Plans, including, on a holder by holder and grant by grant basis, the date on which each such Shares will Company Stock Award was granted, the type and number of Company Stock Awards granted, the expiration date of such Company Stock Award and the price at which such a Company Stock Award may be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by exercised (if applicable) under an applicable Company Stock Plan pursuant to which the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterStock Award was granted.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares353,000,000 shares, of which 24,340,155 Shares 300,000,000 shares are Company Common Stock of the par value $0.01 per share, and 53,000,000 shares are preferred stock of the par value $0.01 per share (the “Preferred Stock”). At the close of business on April 22, 2021, (i) 66,248,250 shares of Company Common Stock were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, (iii) 11,208,383 shares of Company Common Stock were held by the Company in its treasury, (iv) Company RSU Awards with respect to an aggregate of 260,487 shares of Company Common Stock were issued and outstanding and an additional 18,436 Company RSU Awards were issued and outstanding to be settled in cash, (v) Company Performance Share Awards with respect to an aggregate of 351,072 shares of Company Common Stock based on achievement of applicable performance criteria at the target level (or an aggregate of 702,144 shares of Company Common Stock based on achievement of applicable performance criteria at the maximum level) were issued and outstanding, (vi) Company Options with respect to an aggregate of 1,126,325 shares of Company Common Stock were issued and outstanding and (vii) 481 Company SARs were issued and outstanding to be settled in cash. At the close of business on April 22, 2021, an aggregate of 6,118,932 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans. Since the close of business on April 22, 2021 until the execution of this Agreement, (1) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares pursuant to the exercise, settlement or vesting of Company Options, Company RSU Awards, Company Performance Share Awards or Company SARs, in each case, that were outstanding as of the close of business on October 27April 22, 2006 2021, and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All of the outstanding Shares (2) there have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders no issuances by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stockwarrants, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding acquire shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right nature accruing to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterCommon Stock.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares430,000,000 shares of Company Common Stock, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 par value $0.0001 per share and 300,000 20,000,000 shares of preferred stock, par value $10.00 0.0001 per share (the “Company Preferred Stock”). At the close of business on September 28, 2023 (the “Measurement Date”), (i) 105,765,954 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 8,577,579 shares of Company Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $6.33 per share, (iv) 146,044 shares of which no Company Common Stock were subject to outstanding Company PSUs (assuming maximum performance levels were achieved), (v) 15,293,568 shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under pursuant to the Company’s 2005 POINT Biopharma Global Inc. 2021 Equity Incentive Plan of which 9,049,548 shares were available for future grants thereunder, (vi) 2,479,603 shares of Company Common Stock were reserved for issuance pursuant to the POINT Biopharma Global Inc. 2020 Equity Incentive Plan, 1991 Stock Option Plan none of which were available for future grants thereunder, and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(kvii) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock Company Preferred Stock were issued or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)outstanding. Except as set forth above, including at the close of business on the Measurement Date, no shares of capital stock of the Company were issued, reserved for issuance or outstanding. Except as set forth on Section 5.1(b)(i4.02(a) of the Company Disclosure Letter, and except for as of the rights (Measurement Date, no shares of Company Common Stock are subject to vesting or any right of repurchase by the “Rights”) that Company. From the Measurement Date through the Agreement Date, there have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between no issuances by the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities or equity securities interests of the Company or any options, warrants, convertible, exchangeable or exercisable securities, stock-based performance units or other rights to acquire shares of its Subsidiaries capital stock or any other voting securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities equity interests of the Company or other rights that give the holder thereof any economic or voting interest of its Subsidiariesa nature accruing to the holders of Company Common Stock, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any other than the issuance of any Shares Company Common Stock upon the exercise of Company Stock Options or settlement of Company PSUs in accordance with the terms their terms. No shares of the Company Common Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of are held by any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterSubsidiary.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares275,000,000 shares of Company Common Stock and 20,000,000 shares of Company Preferred Stock, of which 24,340,155 Shares were outstanding 3,000,000 shares are designated as of Class A preferred stock (the “Class A Preferred Stock”) and 17,000,000 shares are designated as Class B preferred stock (the “Class B Preferred Stock”). At the close of business on October 2715, 2006 and 300,000 2020: (i) 116,347,812 shares of preferred stock, par value $10.00 per shareCompany Common Stock were issued and outstanding; (ii) no shares of Company Common Stock were held by the Company in its treasury; (iii) an aggregate of 16,684,158 shares of Company Common Stock were reserved for issuance pursuant to awards and rights under the Company Stock Plans, of which no 11,669,266 shares are of Company Common Stock were underlying outstanding and unexercised options to purchase shares of Company Common Stock (collectively, “Company Stock Options”); and (iv) 14,784,201 shares of Company Preferred Stock were issued and outstanding, of which 1,000,000 shares of Class A Preferred Stock were issued and outstanding and 13,784,201 shares of Class B Preferred Stock were issued and outstanding. All At the close of the outstanding Shares have been duly authorized and business on October 15, 2020: (i) 4,410,998 shares of Company Common Stock are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under upon the Company’s 2005 Equity Incentive Planexercise of warrants to purchase shares of Company Capital Stock (collectively, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock PlansCompany Warrants”); (ii) 65,302,185 shares of Company Common Stock are reserved for issuance upon the conversion of the Company Convertible Notes, Shares subject to of which 30,639,857 shares of Company Common Stock were issuable upon conversion of the principal balance of the Company Convertible Notes assuming a conversion date of October 15, 2020; and (iii) 400,000 shares of Company Common Stock are reserved for issuance under upon the Rights Agreement and Shares subject to issuance under conversion of the Xxxxx Corporation Incentive Savings Plan and Company Convertible Debenture. No shares of Company Capital Stock or any equity interests of any Company Subsidiary are held in the Xxxxx Hourly 401(k) Plan (treasury of the “401(k) Plans”Company or any Company Subsidiary. Except as set forth in this Section 4.03(a), at the close of business on October 15, 2020, no shares of Company Capital Stock or voting securities of, or other equity interests in, the Company has no Shares subject to were issued, reserved for issuance, or outstanding. Section 5.1(b)(i4.03(a) of the Company Disclosure Letter contains sets forth the following information, as applicable, with respect to each Company Stock Option, Company Warrant, Company Convertible Note and Company Convertible Debenture outstanding as of the date hereof: (i) the name of the holder thereof; (ii) the number of shares of Company Common Stock subject to such Company Stock Option, Company Warrant, Company Convertible Note or Company Convertible Debenture; (iii) the exercise price of such Company Stock Option or Company Warrant or the principal amount due and owing under such Company Convertible Note or Company Convertible Debenture; (iv) the date on which such Company Stock Option, Company Warrant, Company Convertible Note or Company Convertible Debenture was granted or issued; (v) the applicable vesting schedule; (vi) the date on which such Company Stock Option or Company Warrant expires or such Company Convertible Note or Company Convertible Debenture matures; (vii) whether or not the Company Stock Option is intended to constitute an incentive stock option under Code Section 422(b); and (viii) whether the exercisability of such Company Stock Option or Company Warrant or the convertibility of such Company Convertible Note or Company Convertible Debenture will be accelerated in any way by the transactions contemplated hereby, and indicates the extent of any such acceleration. Except as set forth in Section 4.03(a) of the Company Disclosure Letter, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option or other Company Stock Award or Company Warrant as a correct result of the Merger. The Company has made available to Parent accurate and complete list copies of the Company Stock Plans, all agreements evidencing Company Stock Options, the Company Warrants and the Company Convertible Notes. The Company Stock Plans are the only plans under which the Company has issued, granted or awarded stock options, restricted stock, restricted stock units, stock appreciation rights and performance shares or other compensatory equity or equity-based awards that are outstanding as of the date of this Agreement. There have been no issuances of Company Capital Stock or any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any since the close of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forbusiness on October 15, or giving any Person a right 2020 through the date of this Agreement. As of immediately prior to subscribe for or acquirethe Effective Time, any securities of the no Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Preferred Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matteroutstanding.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 an unlimited number of Company Common Shares, one Class A preferred share (the “Company Class A Preferred Share”) and an unlimited number of which 24,340,155 Shares were outstanding as of preferred shares, issuable in series (the “Company Preferred Shares”). At the close of business on October 27August 22, 2006 and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan 2014 (the “Stock PlansCapitalization Date”), (i) 132,619,671 Company Common Shares were issued and outstanding, (ii) 2,900,000 Company Common Shares were reserved and available for issuance pursuant to the Company Stock Plans, and pursuant to such Company Stock Plans (A) 1,623,094 Company Common Shares were subject to issuance under the Rights Agreement and outstanding Company Options with related Company SARs, (B) 316,429 Company Common Shares were subject to issuance under outstanding Company RSUs and (C) 125,814 Company Common Shares were subject to outstanding Company PSUs (assuming achievement of applicable performance goals at the Xxxxx Corporation Incentive Savings Plan maximum level of performance), (iii) 158,108 Company Common Shares were subject to outstanding Company DSUs (Company Options together with Company SARs, Company RSUs, Company PSUs and the Xxxxx Hourly 401(k) Plan (Company DSUs, the “401(k) PlansCompany Equity Awards”), (iv) the Company has Class A Preferred Share was not outstanding, and (v) no Company Preferred Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)were outstanding. Except as set forth above, including Section 5.1(b)(i) at the close of business on the Company Disclosure LetterCapitalization Date, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of or Equity Interests in the Company were issued, reserved for issuance or outstanding. From the Capitalization Date, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of or Equity Interests in the Company (including Company Equity Awards), other than issuances of Company Common Shares pursuant to Company Equity Awards outstanding on the Capitalization Date, and (y) there have been no issuances by the Company of options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right nature accruing to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have Company Common Shares, other than issuances pursuant to Company Equity Awards outstanding on the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matterCapitalization Date.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares, two hundred million (200,000,000) shares of which 24,340,155 Shares were outstanding as Company Common Stock and ten million (10,000,000) shares of Company Preferred Stock. At the close of business on October 2710, 2006 and 300,000 2014 (the “Capitalization Time”), (i) sixteen million two hundred sixty one thousand seven hundred eleven ((16,261,711) shares of preferred stockCompany Common Stock were issued and outstanding, par value $10.00 per share(ii) one (1) share of Company Preferred Stock was issued and outstanding, (iii) zero shares of which no Company Common Stock were held in treasury by the Company, (iv) three million six hundred thousand (3,600,000) shares are outstanding. All of the outstanding Shares have been duly Company Common Stock were authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Warrants and (v) three million four hundred eighty one thousand seven hundred seventy one (3,481,771) shares of Company Common Stock Option Plan were authorized and Equity Incentive Plan (the “Stock Plans”), Shares subject reserved for issuance pursuant to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Stock Plans (all of which plans are listed on Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i4.03(a) of the Company Disclosure Letter) including, as of the Capitalization Time, outstanding Company Stock Options to purchase four hundred thirty eight thousand eight hundred nine (438,809) shares of Company Common Stock, and except for the rights outstanding Restricted Stock Units, payable on a one-for-one basis, with respect to three hundred ten thousand seven hundred sixty eight (the “Rights”310,768) that shares of Company Common Stock, and (vi) no shares of Company Common Stock are owned by any Company Subsidiary. All issued and outstanding shares of Company Common Stock have been issued pursuant to the Rights Agreementbeen, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any all shares of capital stock or other equity securities of the that may be issued pursuant to outstanding Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forStock Options, or giving any Person a right to subscribe for or acquireRestricted Stock Units and Warrants will be, any securities of the Company or any of its Subsidiaries, when (and no securities or obligations evidencing such rights are authorized, if) issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plansthereof, such Shares will be duly authorized, authorized and validly issued, fully paid and nonassessable and free not subject to, or issued in violation of, preemptive rights. All issued and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) outstanding shares of the WBCLshare capital of each Company Subsidiary have been duly authorized and validly issued, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterfully paid and nonassessable.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists of 75,000,000 Shares, (i) 100,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 (ii) 10,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (“Company Preferred Stock,” and, together with the Company Common Stock and any other capital stock of the Company, the “Company Capital Stock”). At the close of business on June 14, 2018 (the “Capitalization Reference Date”), (A) 33,395,301 shares of Company Common Stock were issued and outstanding, (B) no shares of Preferred Stock were issued and outstanding, (C) 3,530,773 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, of which the only outstanding Company Equity Awards thereunder (including both vested and unvested awards) consist of (1) 1,936,672 shares of Common Stock were subject to issuance upon the vesting of outstanding Company RSUs (assuming maximum payout for any Company RSUs subject to performance-based vesting conditions) and (2) 285,105 shares of Common Stock were subject to issuance upon the vesting of outstanding Company Stock Options (the exercise price per share for each of which options is greater than the Merger Consideration), (D) 2,119,889 shares of Company Common Stock were reserved for issuance upon the exercise of 2,119,889 Warrants (the exercise price per share for each of which Warrants is greater than the Merger Consideration), and (E) no shares are Voting Debt was issued and outstanding. All outstanding shares of the outstanding Shares have been duly authorized and Company Common Stock are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan non-assessable and Equity Incentive Plan (the “Stock Plans”), Shares are not subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuanceany preemptive rights. Section 5.1(b)(iSchedule 3.1(b)(i) of the Company Disclosure Letter contains Schedule sets forth, as of the Capitalization Reference Date, all outstanding options, warrants, rights (including preemptive rights), and Contracts to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement, excluding Company Equity Awards. Schedule 3.1(b)(ii) of the Company Disclosure Schedule sets forth, as of the Capitalization Reference Date, a complete and correct and complete list of optionsall securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, restricted stockexcluding Company Equity Awards. Schedule 3.1(b)(iii) of the Company Disclosure Schedule sets forth, restricted stock unitsas of the Capitalization Reference Date, stock appreciation rights a complete and any other rights with respect to the Shares under the Stock Planscorrect list of all outstanding Company Equity Awards, including the holder, date of grant, exercise price (if applicable), vesting schedule and number of Shares and, where applicable, exercise priceshares of Company Capital Stock subject thereto. Each Except as set forth on Schedule 3.1(b)(iv) of the Company Disclosure Schedule, all outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and Company are owned by the Company Company, or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lienEncumbrances. Except as set forth in this Section 3.1(b) (including, chargefor the avoidance of doubt, pledgethe corresponding Schedules) and except for changes since the Capitalization Reference Date resulting from the grant, security interestexercise or vesting of Company Equity Awards granted in accordance with Section 4.1(b), claim (1) there are no outstanding shares of Company Capital Stock, (2) there is no Voting Debt, (3) there are no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, and (4) there are no options, warrants, calls, rights (including preemptive rights) or Contracts to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no stockholder agreements, voting trusts or other encumbrance Contracts to which the Company is a party or by which it is bound relating to the voting of any shares of Company Capital Stock. Schedule 3.1(b)(v) of the Company Disclosure Schedule contains a complete and accurate list of the capitalization and schedule of stockholders of each Subsidiary of the Company. The Company has no joint venture or other similar material equity interests in any Person or obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and the joint ventures listed on Schedule 3.1(b)(vi) of the Company Disclosure Schedule (eachexcluding, a “Lien”for the avoidance of doubt, any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company). Except as set forth above, including Section 5.1(b)(iin Schedule 3.1(b)(vii) of the Company Disclosure LetterSchedule, and except for as of the rights (the “Rights”) that have been issued pursuant to the Rights date of this Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities none of the Company or any of its Subsidiaries or has any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right material Indebtedness other than intercompany indebtedness owed to subscribe for or acquire, any securities of the Company or any one of its wholly owned Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The As of October 15, 1999, the authorized capital stock of the Company consists consisted of 75,000,000 Shares(A) 100,000,000 shares of Company Common Stock, of which 24,340,155 Shares 24,215,117 shares were outstanding as of the close of business on October 27issued and outstanding, 2006 and 300,000 (B) 2,000,000 shares of preferred stock, par value $10.00 .01 per shareshare ("Company Preferred ----------------- Stock"), of which 500,000 shares had been designated Series A Junior ----- Participating Preferred Stock. As of the date of this Agreement, no shares of Company Preferred Stock are issued or outstanding. All of the outstanding Shares have been duly authorized issued and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLnonassessable, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary were issued in compliance with applicable securities laws. No class of the Company's capital stock is entitled to preemptive rights. As of October 15, free and clear of any lien1999, chargethere were no outstanding options, pledge, security interest, claim warrants or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of rights to acquire capital stock from the Company Disclosure Letter, and except for the other than (C) rights to purchase an aggregate of 500,000 shares of Series A Junior Participating Preferred Stock (the “"Rights”") that have been ------ issued pursuant to the Rights Agreement, Agreement dated as of November 5September 18, 2001, as amended, 1998 between the Company and American Stock Transfer & Trust Company ChaseMellon Shareholder Services LLC (the “"Company ------- Rights Agreement”"), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights (D) options representing in the aggregate the right to ---------------- purchase 4,948,500 shares of any kind that obligate Company Common Stock under the Company or any Stock Option Plans, and (E) options to purchase in the aggregate 83,997 shares of its Subsidiaries to issue or sell any Company Common Stock under the Company's 1995 Employee Stock Purchase Plan (the "Company Stock Purchase Plan"). --------------------------- (ii) All of the issued and outstanding shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights Subs are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and are owned by the Company, free and clear of any Liens imposed liens, claims, encumbrances, restrictions, preemptive rights or created by any other claims of any third party ("Liens"). Except for the capital stock of the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of ----- Subs, the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding own, directly or indirectly, any bonds, debentures, notes capital stock 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 on ownership interest in any matterPerson.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, 100,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Common Stock and 300,000 20,000,000 shares of preferred stock, par value of $10.00 .01 per shareshare (the "Company Preferred Stock"). At the close of business on May 24, 2012 (the "Capitalization Date"), (a) 31,855,447 Shares were issued and outstanding, all of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be were duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, including 0 Shares that are subject to vesting or other risks of forfeiture pursuant to awards granted under the Company Stock Incentive Plans ("Restricted Stock"), (b) 2,037,163 Shares were held by the Company in its treasury, (c) 3,317,754 Shares were reserved for issuance pursuant to outstanding options to purchase Common Stock (the "Company Stock Options") granted under the Company's 2000 Stock Award Plan and clear of 2004 Equity Incentive Plan (collectively, the "Company Stock Incentive Plans"), (d) 729,165 are restricted stock unit awards (including any Liens imposed or created awards referred to in the Company SEC Documents as "restricted share units" and awards referred to by the Company as "deferred stock units") with respect to the Shares granted by the Company (except "RSUs"), (e) 826,449 shares of Common Stock were reserved for any liability that the grant of additional awards under the Company Stock Incentive Plans, and (f) no shares of Company Preferred Stock were issued and outstanding. Section 3.3 of the Company Disclosure Letter sets forth, by employee, as of the Capitalization Date, the number of Company Stock Options, shares of Restricted Stock, RSUs and, to the extent applicable, the grant date, exercise or reference price and number of Shares issuable with respect to each such award. Except as set forth in this Section 3.3 and for changes since the Capitalization Date resulting from the exercise of Company Stock Options outstanding on such date or as may be imposed on shareholders by former permitted pursuant to Section 180.0622(2)(b5.1, there are no outstanding (i) Equity Interests of the WBCLCompany, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any (ii) bonds, debentures, notes or other obligations indebtedness of the holders Company or any of which have its Subsidiaries having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matter on which the shareholders stockholders of the Company on or its Subsidiary, as the case may be, may vote, or (iii) securities, options, warrants, calls, rights, commitments, profits interests, stock appreciation rights, phantom stock agreements, arrangements or undertakings to which the Company or any matterof its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional Equity Interests of the Company or of any of its Subsidiaries (or any security convertible or exercisable therefor) 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 (the items in clauses (i) through (iii) being referred to collectively as the "Company Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities. There are no voting trusts, proxies or other agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of any Shares or other Company Securities. No Shares are owned by any Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares3,200,000,000 shares of common stock, par value $0.0001, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company (the “Company Common Stock”) and 300,000 100,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (such preferred stock, together with the Company Common Stock, the “Company Capital Stock”), of which no 4,000,000 shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, designated as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Series A Junior Participating Preferred Stock Option Plan and Equity Incentive Plan (the “Series A Preferred Stock”) and 1,000,000 shares are designated as Series B Preferred Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) PlansSeries B Preferred Stock”). At the close of business on January 12, 2017, (i) 1,425,934,305 shares of Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 7,073,244 shares of Company Common Stock were reserved and available for issuance pursuant to the Company has no Shares subject to issuance. Section 5.1(b)(iStock Plans in respect of outstanding awards, including (A) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights RSUs with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding 137,686 shares of capital stock or other equity securities Company Common Stock, (B) 390,449 shares of each Company Common Stock with respect to Company DSUs that are settled in Company Common Stock and 246,049 shares of the Company’s Subsidiaries is duly authorizedCompany Common Stock with respect to Company DSUs that are settled in cash, validly issuedand (C) Company Performance Shares with respect to 6,299,060 shares of Company Common Stock, fully paid assuming achievement of applicable performance 11 goals at maximum level, (iii) no shares of Series A Preferred Stock were outstanding and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biv) 1,000,000 shares of the WBCLSeries B Preferred Stock were issued and outstanding, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or all of which were held by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)Company Subsidiary. Except as set forth above, including Section 5.1(b)(i) at the close of the Company Disclosure Letterbusiness on January 12, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement2017, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock of, or other equity securities of equity, voting or ownership interests in, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon any issuance All outstanding shares of any Shares in accordance with Company Capital Stock are, and all such shares that may be issued prior to the terms of the Stock Plans, such Shares Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear not subject to or issued in violation of any Liens imposed purchase option, call option, right of first refusal, preemptive right, subscription right or created by any similar right under any provision of the NCBCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound (except for other than any liability that may be imposed on shareholders by former Section 180.0622(2)(b) Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There is no Indebtedness of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which holders of Company Capital Stock may vote (“Company Voting Debt”). Except as set forth above, as of the shareholders date of this Agreement there are no options, warrants, rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) other than as may be required by the Governance Agreement, obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or 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 capital stock of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. (b) During the period from the close of business on January 12, 2017 to the date of this Agreement, there have been no issuances, distributions or dividends by the Company of any mattershares of capital stock of, or other equity, voting or ownership interests in, the Company other than issuances of shares of Company Common Stock in connection with the vesting or settlement of Company Stock Awards in accordance with their terms. To the Knowledge of the Company, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any Company Subsidiary, other than pursuant to the Governance Agreement. SECTION 3.04.

Capital Structure. (ia) The authorized capital stock of the Company consists of: (i) 45,000,000 shares of 75,000,000 SharesCompany Common Stock, of which 24,340,155 Shares were 14,957,480 shares are issued and outstanding as of the close date of business on October 27this Agreement, 2006 and 300,000 including 9,216,000 shares of preferred stock, par value $10.00 per shareCompany Common Stock subject to Company Restricted Stock Awards; and (ii) 24,076,676 shares of Company Preferred Stock, of which: (A) 2,266,215 shares are designated as “Series 1 Preferred Stock”, and 2,266,215 of which are issued and outstanding as of the date of this Agreement; (B) 826,803 shares are designated as “Series 2 Preferred Stock”, and 826,803 of which are issued and outstanding as of the date of this Agreement; (C) 880,600 shares are designated as “Series 3 Preferred Stock”, and 880,600 of which are issued and outstanding as of the date of this Agreement; (D) 6,653,058 shares are designated as “Series 4 Preferred Stock”, and 6,653,058 of which are issued and outstanding as of the date of this Agreement; (E) 11,350,000 shares are designated as “Series 5 Preferred Stock”, and 9,975,428 of which are issued and outstanding as of the date of this Agreement; and (F) 2,100,000 shares are designated as “Series 6 Preferred Stock”, and 2,037,497 of which are issued and outstanding as of the date of this Agreement. There are no shares of capital stock held in the Company’s treasury. The Company has never declared or paid any dividends on any shares of Company Capital Stock. Section 2.2(a) of the Disclosure Schedule sets forth the names of the Company’s stockholders, and the class, series and number of shares of Company Capital Stock owned of record by each of such stockholders as of the date of this Agreement, and except as set forth on Section 2.2(a) of the Disclosure Schedule, there are no other shares of Company Capital Stock authorized, issued, reserved for issuance or outstanding. All of the outstanding Shares shares of Company Capital Stock have been duly authorized and are validly issued, and are fully paid and nonassessable nonassessable, and none of such shares is subject to any repurchase option, forfeiture provision or restriction on transfer (except for any liability that may be other than restrictions on transfer imposed on shareholders by former Section 180.0622(2)(b) virtue of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006applicable federal and state securities laws). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Each issued and outstanding share of Company Preferred Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding is convertible into shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed Company Common Stock on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable one-for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter-one basis.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of: 50,000,000 Company Common Shares and 600,000 shares of 75,000,000 Preferred Stock, $100 par value ("Company Preferred Shares"), of which 24,340,155 Shares were outstanding 3,500 shares have been designated as of "Series E Preferred Stock" ("Company Series E Preferred Shares") and 300 shares have been designated as "Series F Preferred Stock" ("Company Series F Preferred Shares"). At the close of business on October 27November 10, 2006 1995: (i) 19,896,132 Company Common Shares were issued and 300,000 shares of preferred stockoutstanding, par value $10.00 per share, all of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are were validly issued, are fully paid and nonassessable and are free of preemptive rights; (ii) 2826.2018 Company Series E Preferred Shares were issued and outstanding, all of which were validly issued, are fully paid and nonassessable and are free of preemptive rights; and (iii) 200 Company Series F Preferred Shares were issued and outstanding, all of which were validly issued, are fully paid and nonassessable and are free of preemptive rights. As of the date of this Agreement, except as provided in the Company's Certificate of Incorporation, except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) stock options covering not in excess of 1,310,033 Company Common Shares (collectively, the WBCL"Company Stock Options"), as judicially interpreted, and except for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”)Agreement, Shares subject there are no options, warrants, calls, rights or agreements to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), which the Company has no Shares subject to issuance. Section 5.1(b)(i) or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Disclosure Letter contains a correct and complete list or any of optionsits Subsidiaries to issue, restricted stockdeliver or sell, restricted stock unitsor cause to be issued, stock appreciation rights and any other rights with respect to the Shares under the Stock Plansdelivered or sold, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding additional shares of capital stock of the Company or other equity securities any such Subsidiary or obligating the Company or any such Subsidiary to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Company’s Subsidiaries Company is duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in the Company SEC Documents or the Company Letter (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLas such terms are hereinafter defined), as judicially interpreted, for debts incurred prior to June 14, 2006) and each such share is beneficially owned by the Company or by a direct or indirect wholly owned another Subsidiary of the Company, free and clear of any lienall security interests, chargeliens, pledgeclaims, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangementslimitations on voting rights, calls, commitments or rights charges and other encumbrances of any kind that obligate nature whatsoever. As of the Company or any date of its Subsidiaries filing, Exhibit 21 to issue or sell any shares the Company's Annual Report on Form 10-K for the transition period from July 1, 1994 to December 31, 1994, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of capital stock or other equity securities all 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 information required to subscribe for or acquire, any securities be set forth therein by the regulations of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterSEC.

Capital Structure. (i) The authorized capital stock Capital Stock of the Company consists of 75,000,000 Shares, 50,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 10,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (“Company Preferred Stock”). At the close of business on May 18, 2007, (A) 11,840,934 shares of which Company Common Stock were issued and outstanding (including 37,755 Company Restricted Shares), (B) no shares are outstanding. All of Company Common Stock were held by the outstanding Shares have been duly authorized Company in its treasury, (C) 1,257,955 shares of Company Common Stock were reserved and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved available for issuance under pursuant to the Company’s 2005 Equity Company 2006 Stock Incentive Plan, 1991 Plan and the Company 2001 Employee Stock Option Plan and Equity Incentive Plan (collectively, the “Company Stock Plans”), Shares of which 178,039 shares of Company Common Stock were subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(koutstanding Company Stock Options, (D) Plan (the “401(k) Plans”), no shares of Company Preferred Stock were issued or outstanding or were held by the Company has no Shares subject as treasury shares and (E) up to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding 3,398,664 shares of capital stock or other equity securities of each Company Common Stock were reserved for issuance and issuable upon conversion of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable 2.75% Convertible Senior Subordinated Notes due 2027 (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “LienConvertible Notes”). Except as set forth aboveabove in this Section 3.01(c)(i), including Section 5.1(b)(i) at the close of business on May 18, 2007, no shares of Capital Stock of the Company Disclosure Letterwere issued, and except reserved for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there issuance or outstanding. There are no preemptive outstanding shares of Company Common Stock or other outstanding rights, options, warrants, conversion rightsCompany Preferred Stock subject to vesting or restrictions on transfer, stock appreciation rights, redemption “phantom” stock rights, repurchase rightsperformance units, agreementsrights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options, arrangements, calls, commitments or rights of any kind that obligate the Company or any Restricted Shares and the Convertible Notes) that are linked to the value of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forCommon Stock (collectively, or giving any Person a right to subscribe for or acquire, any securities of the “Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006Stock-Based Awards”). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders Table 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 on any matter.Contents

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 100,000,000 Class A Shares, of which 24,340,155 50,000,000 Class B Shares were outstanding as of the close of business on October 27, 2006 and 300,000 50,000,000 shares of preferred stock, par value $10.00 per share0.01 (“Preferred Shares”), of which 35,718,406 Class A Shares, 1,975,931 Class B Shares and no shares are outstanding. All Preferred Shares were outstanding as of the date hereof. The authorized equity interests of DPA consist of 200,000,000 New Class A Units, of which 1,975,931 were outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) as of the WBCLdate hereof. As of the date hereof, as judicially interpreted, for debts incurred prior (i) an aggregate of 1,524,237 Class A Shares were subject to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under or otherwise deliverable in connection with the Company’s 2005 Equity Incentive Plan, 1991 exercise of outstanding Company Options issued pursuant to the Duff & Xxxxxx Corporation Further Amended and Restated 2007 Omnibus Stock Option Plan and Equity Incentive Plan (the “Stock PlansPlan”), Shares subject to issuance (ii) 5,336,207 Company RSAs and/or Director RSAs were outstanding under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Stock Plan and the Xxxxx Hourly 401(k(iii) Plan (the “401(k) Plans”), the Company has no Shares subject to issuancerestricted New Class A Units were outstanding. Section 5.1(b)(i5.1(b) of the Company Disclosure Letter contains a correct and complete list as of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under date hereof of (i) a schedule of the Stock Plansoutstanding Company Options, including the holderapplicable exercise prices therefor, number vesting schedules and the holders thereof, and (ii) a schedule of Shares andthe Company RSAs, where applicable, exercise priceincluding vesting schedules and the holders thereof. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Company Parties and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) nonassessable. Each of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and outstanding shares of capital stock or other equity securities of each of the Subsidiaries of the Company Parties is owned by the Company or DPA or by a direct or indirect wholly owned Subsidiary of the CompanyCompany or DPA, free and clear of any lien, charge, pledge, mortgage, security interest, claim or other encumbrance (each, a “Lien”)) other than (i) Liens imposed under any federal or state securities Laws or (ii) under the Credit Agreement. Except as set forth above, including Section 5.1(b)(i) above and except as set forth in the certificate of incorporation or bylaws of the Company Disclosure Letter, and except for or the rights (limited liability company agreement of DPA or in the “Rights”) that have been issued pursuant to the Rights Exchange Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”)date hereof, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, calls or commitments or rights of similar rights, or any kind that obligate agreements or arrangements to which the Company Parties or any of its their Subsidiaries are a party or by which they are bound, that obligate any of the Company Parties or any of their Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company Parties or any of its their 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 equity securities of the Company Parties or any of its their Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Class A Shares in accordance with the terms of the Stock PlansPlan or pursuant to the exchange of New Class A Units for Class A Shares, such Class A Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens other than Liens imposed under any federal or created by state securities Laws. None of the Company (except for Parties or any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have their Subsidiaries has outstanding any bonds, debentures, notes or other obligations the indebtedness which by their terms grant to their holders of which have the right to vote (or which are by their terms convertible into or exercisable for securities having the right to vote) with the shareholders stockholders of the Company or equity holders of DPA on any matter. Except as set forth in the certificate of incorporation or bylaws of the Company or the limited liability company agreement of DPA and the Exchange Agreement, there are no contractual obligations of any of the Company Parties or any of their Subsidiaries pursuant to which any of the Company Parties or any of their Subsidiaries is required to register under the Securities Act or purchase any Class A Shares, Class B Shares, New Class A Units or other equity interests of the Company Parties or any of their Subsidiaries or any other securities of the Company Parties or any of their Subsidiaries. Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list as of the date hereof of any Affiliate of the Company Parties that is not a Subsidiary of a Company Party in which the Company Parties or any of their Subsidiaries own, directly or indirectly, any equity interest.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 30,000,000 Shares, of which 24,340,155 only 16,951,307 Shares were outstanding as of the close of business on October 27June 14, 2006 1999, and 300,000 20,000,000 shares of preferred stockPreferred Stock, par value $10.00 0.01 per shareshare (the "Preferred Shares"), of which no shares none are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 Shares reserved for issuance pursuant to the Stock Option Agreement, the Company has no Shares or Preferred Shares subject to issuance, except (i) 300,000 Preferred Shares, designated Series A Junior Participating Preferred Stock, subject to issuance upon exercise of the Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of August 1, 1995 (the "Rights Agreement"), between the Company and The First National Bank of Boston, as Rights Agent, (ii) 1,681,839 Shares subject to issuance upon conversion of the Company's 12% Senior Convertible Notes due 2002 (the "12% Notes"), (iii) 1,261,385 Shares subject to issuance upon conversion of 12% Senior Convertible Notes (the "Warrant Notes") issuable upon exercise of outstanding warrants to purchase Warrant Notes (the Warrants Notes, collectively with the 12% Notes, the "Convertible Notes"), (iv) 1,806,776 Shares reserved for issuance in connection with the payment of interest on the Convertible Notes (it being agreed that any such issuance shall constitute a breach of this Agreement), (v) 675,798 Shares reserved for issuance pursuant to the warrants summarized in Schedule 5.1(b) (the "Warrants"), (vi) 3,187,244 shares reserved for issuance under the Company’s 2005 Equity Incentive 's 1992 Stock Option Plan, 1991 as amended, of which options to acquire 2,601,393 shares are outstanding as of June 14, 1999, (vii) 298,000 shares reserved for issuance under the Company's 1994 Non-Employee Directors' Stock Option Plan, of which options to acquire 165,000 shares are outstanding as of June 14, 1999, (viii) 270,000 shares reserved for issuance under the Company's Long-Term Objectives Stock Option Plan for Senior Management, of which options to acquire 180,000 shares are outstanding as of June 14, 1999, (xi) 206,422 shares reserved for issuance under the Company's Employee Stock Purchase Plan as of June 14, 1999, and Equity Incentive Plan (the “Stock Plans”), x) 50,000 Shares subject to issuance under pursuant to the Rights Agreement Letter Agreement, dated as of July 21, 1998, by and Shares subject to issuance under between the Xxxxx Corporation Incentive Savings Plan Company and the Xxxxx Hourly 401(k) Plan Xxxxxxx Xxxxx-Freke (the “401(k"Letter Agreement"). Schedule 5.1(b) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains sets forth a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect each outstanding option to the purchase Shares under the Stock Plans, as defined below (each a "Company Option"), as of June 14, 1999, including the holder, date of grant, exercise price and number of Shares and, where applicable, exercise pricesubject thereto. Each of the All issued and outstanding shares of capital stock or other equity securities of each of the Company’s 's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable (and, except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLdirectors' qualifying shares, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (eachencumbrance, a “Lien”)other than immaterial liens which do not affect the Company's right, title and interest in and to such shares or securities. Except as set forth aboveabove or as disclosed in Schedule 5.1(b) or as specifically permitted by this Agreement or the Schedules hereto, including Section 5.1(b)(i) there are no shares of capital stock of the Company Disclosure Letterauthorized, issued or outstanding and except for as set forth above and as provided in the rights (the “Rights”) that have been issued pursuant to the Rights Stock Option Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other rights nor any outstanding rightssubscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, convertible securities or other agreements or commitments or rights of any kind that obligate character to which the Company or any of its Subsidiaries is a party or may be bound relating to issue the issued or sell any shares of unissued capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. Except for the Warrants and the Convertible Notes as described above, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders stockholders of the Company on any mattermatter ("Voting Debt"). Except for the Company's 1992 Stock Option Plan, 1994 Non-Employee Directors' Stock Option Plan, Long-Term Objectives Stock Option Plan for Senior Management, Employee Stock Purchase Plan and the Letter Agreement (such plans and agreements collectively, the "Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any obligation to issue, transfer or sell any shares or securities of the Surviving Corporation, Parent or any of their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)). No Shares, Preferred Shares or other securities of the Company, the Surviving Corporation, Parent or any of their respective affiliates will be subject to issuance pursuant to the Rights Agreement as a result of the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement and no Distribution Date or Shares Acquisition Date (as such terms are defined in the Rights Agreement) shall have occurred as a result of the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement.

Capital Structure. (ia) The As of July 31, 2001, the authorized capital stock of the Company consists of 75,000,000 Shares, 40,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Common Stock and 300,000 5,000,000 shares of preferred stock. As of July 31, par value $10.00 per share2001, (i) 10,005,263 shares of which Common Stock were issued and outstanding, (ii) no shares are outstanding. All of Common Stock were held in the treasury of the outstanding Shares have been duly authorized and are validly issuedCompany, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biii) 2,459,689 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Common Stock were reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the outstanding Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holderstock appreciation rights, number performance units and stock units, and (iv) no shares of Shares and, where applicable, exercise pricepreferred stock were issued or outstanding. Each of All the outstanding shares of the Company's capital stock or other equity securities of each of the Company’s Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLnon-assessable. There are no bonds, as judicially interpreteddebentures, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim notes or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the indebtedness having voting rights (the “Rights”or convertible or exchangeable into securities having such rights) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the ("Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities Voting Debt") of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities issued and outstanding. The shares of Common Stock issuable in accordance with Section 2.3 and upon conversion of the Company Notes have been reserved for issuance and, when issued upon payment therefor in accordance with Section 2.3 or any upon conversion of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares the Notes in accordance with the terms of the Stock Plansthereof, such Shares will be duly authorized, validly issued, issued and fully paid and nonassessable and free and clear of any Liens imposed or created by not subject to preemptive rights. Except as set forth above, as described in the Company SEC Documents and for the transactions contemplated by this Agreement, (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bi) there are no shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders capital stock of the Company on authorized, issued or outstanding and (ii) there are no existing (A) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments of any matter.character, relating to the issued

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 25,000,000 shares of preferred stock, par value $10.00 0.01 per shareshare (the “Preferred Shares”). As of the close of business on November 29, of which 2017, 50,058,714 Shares were outstanding and no shares are Preferred Shares were outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 5,576,922 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Company 2015 Stock Option Plan and Equity Incentive Plan (including all prior amendments and restatements thereto) and 837,510 Shares reserved for issuance under the Company Deferred Compensation Plan, in each case as amended and restated from time to time in accordance with its terms (together, the “Stock Plans”), and 1,959,024 Shares subject to reserved for issuance under the Rights Agreement and Shares subject to issuance under ESPP, as of the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)close of business on November 29, 2017, the Company has no Shares subject to or Preferred Shares reserved for issuance. Section 5.1(b)(i) As of the close of business on November 29, 2017, (i) 1,405,149 Shares were underlying outstanding Company Disclosure Letter contains a correct Options, (ii) 897,086 Shares were underlying outstanding Company RSU Awards and complete list (iii) 1,163,682 Shares were underlying outstanding Company PSU Awards (assuming settlement of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise priceoutstanding Company PSU Awards based on maximum performance). Each All of the outstanding shares of capital stock or other equity voting securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and are owned by the Company or by a direct or indirect wholly wholly-owned Subsidiary of the Company, free and clear of any lienLien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)than transfer restrictions imposed by any applicable Law. Except (w) as set forth abovein this Section 5.1(b), including (x) for securities issued after the date of this Agreement in compliance with Section 5.1(b)(i6.1(b), (y) pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on November 29, 2017 in accordance with the terms of such awards as in effect on the date hereof, and (z) for the subordinated convertible notes due 2029 of the Company Disclosure Letter, and except for the rights (the “RightsSubordinated Convertible Notes”) that have been ), issued pursuant to the Rights Agreement, indenture dated as of November 5December 18, 20012009 among the Company, and U.S. Bank National Association, as amended, between the Company and American Stock Transfer & Trust Company trustee (the “Rights AgreementSubordinated Convertible Notes Indenture”), there are no other outstanding shares of capital stock of, or other equity or voting interests in, the Company, and there are no preemptive or other outstanding similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, securities, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company or one or more of its wholly owned Subsidiaries) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. Since the close of business on November 29, and 2017 through the date hereof, no Shares (or any other securities or obligations evidencing such rights are authorizedwith respect to the Company described in the immediately preceding sentence) have been issued, issued except pursuant to the exercise or outstanding. Upon any issuance settlement of any Shares Company Equity Awards outstanding on or prior to the close of business on November 29, 2017 in accordance with the terms of the Stock Plans. Except for the Subordinated Convertible Notes, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations 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 stockholders of the Company on any matter. The Company is not a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any voting or equity interests in the Company or any other agreement relating to the disposition, voting or dividends with respect to any voting or equity interests in the Company. As of the date of this Agreement, the aggregate outstanding principal amount of the Subordinated Convertible Notes is $429,500,000. The “Conversion Rate” (as defined in the Subordinated Convertible Notes Indenture) equals (i) 32.5784 shares of “Common Stock” (as defined in the Subordinated Convertible Notes Indenture) for each $1,000 principal amount of Subordinated Convertible Notes (not taking into account the declaration and payment of the Company’s declared quarterly dividend to be paid on December 29, 2017, and (ii) 32.8141 shares of “Common Stock” (as defined in the Subordinated Convertible Notes Indenture) for each $1,000 principal amount of Subordinated Convertible Notes (taking into account the declaration and payment of the Company’s declared quarterly dividend to be paid on December 29, 2017).

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 124,500,000 shares comprising (i) 112,500,000 shares of Class A Common Stock, (ii) 10,000,000 shares of Class B Common Stock and (iii) 2,000,000 shares of Class B preferred stock, par value $0.0001 per share (the “Preferred Shares”). As of April 3, 2017, (i) 21,341,779 shares of Class A Common Stock are issued and outstanding (of which 298,584 are Company Restricted Shares), (ii) 1,381,730 shares of Class B Common Stock are issued and outstanding, (iii) 9,574,186 Shares are held by the Company as treasury stock, (iv) 1,381,730 Shares are reserved for issuance upon conversion of the Class B Common Stock, (v) 73,674 Shares are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options and Company SARs under the Company’s 2006 Stock Incentive Plan and the Company’s 2015 Stock Incentive Plan, to the extent applicable (collectively, the “Stock Plans”), (vi) 1,580,742 Shares are reserved for future issuance under the Stock Plans, (vii) 93,501 Shares are reserved for future issuance under the ESPP, and (viii) no Preferred Shares were outstanding. Section 4.2(a) of the Company Disclosure Schedule contains a correct and complete list of outstanding Company Options, Company SARs and Company Restricted Shares, including the holder, date of which 24,340,155 grant, term, where applicable, number of Shares underlying such security and, where applicable, exercise price and vesting schedule. From the close of business on March 1, 2017 through the date of this Agreement, (A) the Company has not issued any new Company Options, Company SARs or Company Restricted Shares and (B) other than with respect to Shares issued as a result of the exercise of Company Options, Company SARs and Company Restricted Shares that were outstanding as of the close of business on October 27March 1, 2006 and 300,000 shares of preferred stock2017, par value $10.00 per share, of which no shares are outstandingthe Company has not issued any new Shares or Preferred Shares. All of the issued and outstanding Shares have been duly authorized are, and are validly issued, fully paid and nonassessable (except for any liability all Shares that may be imposed on shareholders by former Section 180.0622(2)(b) of issued pursuant to the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) exercise of the Company Disclosure Letter contains a correct and complete list of optionsOptions or Company SARs will be, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLpaid, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed preemptive or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)similar rights. 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 exercisable, exchangeable or redeemable for securities having the right to votevote (“Voting Debt”)) with the shareholders stockholders of the Company on any matter. Section 4.2(a)(ii) of the Company Disclosure Schedule contains a correct and complete list, as of March 31, 2017, of all record holders of Class B Common Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 180,000,000 shares of preferred stockCommon Stock and 10,000,000 shares of Class II Preferred Stock, par value $10.00 .01 per shareshare (the "PREFERRED STOCK"). At the time of execution of this Agreement, (i) 101,282,612 shares of Common Stock were issued and outstanding (which includes 13,750,523 shares issued in connection with the acquisition of Memco Software Ltd. ("Memco"), (ii) no shares are outstanding. All of Common Stock were held by the Company in its treasury or by any of the outstanding Shares have been duly authorized and are validly issuedCompany's subsidiaries, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biii) 28,442,209 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Common Stock were reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject pursuant to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares options outstanding under the Stock PlansPlans (which includes 3,328,113 shares reserved for issuance pursuant to Stock Plans received through the acquisition of Memco), including the holder, number and (iv) 1,768,421 shares of Shares and, where applicable, exercise price. Each Common Stock were reserved for issuance upon conversion of the outstanding shares of capital stock or other equity securities Class II Series B Preferred Stock (the "Series B Stock"), (v) 12,401,032 shares of each Common Stock were reserved for issuance upon conversion of the Company’s Subsidiaries is duly authorized's 6 3/4% Convertible Subordinated Notes due 2001 and 6.25% Convertible Subordinated Notes due 2002 (the "Convertible Notes") and (vi) 1,800,000 shares of Class II Series A Junior Participating Preferred Stock (the "PARTICIPATING PREFERRED STOCK") were reserved for issuance in connection with the rights (the "RIGHTS") to purchase shares of Participating Preferred Stock issued pursuant to the Rights Agreement dated as of December 21, validly issued1995 (as amended from time to time, fully paid the "RIGHTS AGREEMENT"), between the Company and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLXxxxxx Trust and Savings Bank, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by Rights Agent (the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”"RIGHTS AGENT"). Except as set forth above, including Section 5.1(b)(i) at the time of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights execution of this Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.of

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 (x) 596,949,644 Shares and (y) 5,000,000 preferred shares, par value $0.001 (the “Preferred Shares”), of which 24,340,155 Shares were outstanding 250,000 shares have been designated Series A Participating Preferred Shares, which are issuable upon exercise of the purchase rights (the “Company Rights”) pursuant to the Tax Benefits Preservation Plan, between the Company and American Stock Transfer & Trust Company, LLC, dated June 7, 2012 (as amended from time to time, the “Preservation Plan”). As of the close of business on October 27November 19, 2006 2021 (the “Capitalization Date”), (i) 252,677,044 Shares were issued and 300,000 shares outstanding (excluding 76,539,052 Shares held in the treasury of preferred stockthe Company), par value $10.00 per share(ii) no Shares were held by any Company Subsidiary, (iii) no Preferred Shares were issued or outstanding, (iv) 27,878,970 Shares were reserved for issuance under the Company Stock Plans (of which no shares 761,363 Shares were subject to outstanding Company Options, 14,410,493 Shares were subject to outstanding Restricted Stock Units, and 4,956,530 Shares were subject to outstanding Performance Restricted Stock Units (assuming maximum achievement of the applicable performance goals), each as granted under the Company Stock Plans), and (v) $345,000,000 aggregate principal amount of Convertible Notes (with (A) a conversion rate as of the date hereof equal to 59.8256 Shares per $1,000 principal amount, subject to adjustment after the date hereof as provided in the Convertible Notes Indenture, and (B) a Fundamental Change Repurchase Price (as defined in the Convertible Notes Indenture) equal to the sum of 100% of the aggregate principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Convertible Notes Indenture)) were issued and outstanding. Immediately prior to the execution of this Agreement, the Convertible Notes are outstandingnot convertible into Shares. All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matternonassessable.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, 25,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 1,000,000 shares of preferred stock, par value $10.00 0.01 per share, of the Company ("COMPANY PREFERRED STOCK"). As of October 2, 2003: (i) 17,412,663 shares of Company Common Stock were issued and outstanding, of which 3,728 shares are restricted shares of Company Common Stock issued pursuant to the Company Stock Plans (as defined in this Section 3.1(c)); (ii) 4,568,946 shares of Company Common Stock were held by the Company in its treasury and no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders Company Common Stock were held by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each Subsidiaries of the Company’s Subsidiaries is duly authorized, validly issued, fully paid ; (iii) no shares of Company Preferred Stock were issued and nonassessable outstanding; (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biv) no shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned Company Preferred Stock were held by the Company in its treasury or were held by a direct or indirect wholly owned any Subsidiary of the Company, free ; and clear (v) 2,198,214 shares of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except Common Stock were reserved for the rights (the “Rights”) that have been issued issuance pursuant to the Rights Agreementall plans, dated agreements or arrangements providing for equity-based compensation to any director, Employee (as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”defined in Section 3.1(f)), there are no preemptive consultant or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities independent contractor of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for(collectively, or giving any Person a right the "COMPANY STOCK PLANS"), of which 1,845,408 shares are subject to subscribe for or acquire, any securities outstanding Company Stock Options (as defined in this Section 3.1(c)) and 352,806 shares are required to be awarded pursuant to Section 10 of the Company's 1998 Stock Option Plan upon completion of the Merger. All outstanding shares of capital stock of the Company or any of its Subsidiariesare, and no securities or obligations evidencing such rights are authorizedall shares thereof which may be issued prior to the Closing will be, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Planswhen issued, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free not subject to preemptive rights. The Company has delivered to Parent a true and clear complete list, as of the close of business on October 2, 2003, of all outstanding stock options to purchase or receive Company Common Stock and all other rights to purchase or receive Company Common Stock granted under the Company Stock Plans (collectively, the "COMPANY STOCK OPTIONS"), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices of each such Company Stock Option and the names of the holders thereof. The Company has not awarded or authorized the award of any Liens imposed Company Stock Options since October 2, 2003, except that Company Stock Options with respect to 352,806 shares of Company Common Stock are required to be granted to holders of Company Stock Options pursuant to Section 10 of the Company's 1998 Stock Option Plan upon completion of the Merger. Except as set forth in this Section 3.1(c) and except for changes since October 2, 2003 resulting from (i) the issuance of shares of Company Common Stock pursuant to and in accordance with Company Stock Options outstanding prior to October 2, 2003, (ii) as expressly contemplated hereby, including pursuant to Section 10 of the Company's 1998 Stock Option Plan, (x) there are not issued, reserved for issuance or created by outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (except for C) any liability that may warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no 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 imposed on shareholders by former issued, delivered or sold, any such securities, other than pursuant to any "cashless exercise" provision of any Company Stock Options. Except as set forth in Section 180.0622(2)(b3.1(c) of the WBCLCompany Disclosure Schedule, as judicially interpreted, for debts incurred prior to June 14, 2006). The there are no outstanding (A) securities of the Company does not have outstanding or any bonds, debentures, notes or other obligations the holders of which have the right to vote (or its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities having or other ownership interests in any Subsidiary of the right Company, (B) warrants, calls, options or other rights to vote) with acquire from the shareholders Company or any of its Subsidiaries, or any obligation of the Company on or any matterof its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party and, to the knowledge of the Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of 5% or more of the outstanding Company Common Stock (a "MAJOR COMPANY STOCKHOLDER") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of the Company or any of its Subsidiaries. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or, to the knowledge of the Company as of the date hereof, any Major Company Stockholder is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 210,000,000 Shares, of which 24,340,155 55,824,265 Shares (including 250 Shares in respect of Company Restricted Share Awards) were outstanding as of the close of business on October 27January 12, 2006 2018 and 300,000 10,000,000 shares of preferred stock, par value $10.00 0.001 per share, of which no shares none are outstandingoutstanding as of the date hereof. 1,176,069 Shares are held by the Company in its treasury as of the date hereof. No Shares are held by any Subsidiary of the Company. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 8,881,080 Shares reserved for issuance under the Company’s 2005 Stock Plans (consisting of 2,356,863 Shares underlying outstanding Company Exercisable Awards, 2,142,655 Shares underlying outstanding Company RSU Awards, 149,930 Shares underlying outstanding Company Performance Share Awards (assuming performance goals for 2017, 2018 and 2019 are satisfied at the target level) and 4,231,632 Shares available for issuance in respect of future Company Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”Awards), 1,381,992 Shares subject to reserved for issuance under the Rights Agreement Company ESPPs, 34,365,716 Shares reserved for issuance upon conversion of the Convertible Notes and 1,333,333 Shares subject to reserved for issuance under upon exercise of the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)Kroger Warrant, the Company has no Shares subject to reserved for issuance. Section 5.1(b)(i5.2(a) of the Company Disclosure Letter contains a complete and correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares all outstanding Company Equity Awards granted under the Stock Plans, in each case as of January 12, 2018, including (i) the holder, number of Shares andsubject to each Company Equity Award, (ii) the holder (on an anonymized basis), (iii) date of grant, (iv) for Company RSU Awards other than Company Cashed Out RSU Awards, the vesting schedule, (v) for Company RSU Awards, whether such Company RSU Award is a Company Cashed Out RSU Award or a Company Xxx-0000 XXX Award, and (vi) where applicable, exercise priceprice with respect to each Company Equity Award. With respect to each Company 2018 VP RSU Award, the Company shall provide to Parent the information contemplated by clauses (i) through (v) of the immediately preceding sentence as soon as reasonably practicable following the grant date thereof. There are outstanding $500,000,000 aggregate principal amount of Convertible Notes (with a conversion rate as of the date hereof equal to 20.0673 Shares per thousand dollar principal amount, subject to adjustment as provided in the Convertible Notes Indenture). Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim claim, adverse ownership interest or other encumbrance (each, a “Lien”)) other than Permitted Liens. Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights rights, obligations or contracts of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with Except for the terms of Convertible Notes, the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders stockholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares100,000,000 shares of Common Stock, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 15,000,000 shares of preferred stock, par value $10.00 .01 per shareshare (the "PREFERRED STOCK"), and 45,000,000 shares of which excess stock, par value $.01 per share (the "EXCESS SHARES"). On the date hereof, (i) 16,326,476 shares of Common Stock and 4,165,000 shares of Series A Preferred Stock were issued and outstanding, (ii) no shares are outstanding. All of Common Stock or Series A Preferred Stock were held by the Company in its treasury, (iii) no options to purchase shares of Common Stock were available for issuance to employees or directors of the Company or any Company Subsidiary under the Company Employee Stock Plans, (iv) 1,170,500 shares of Common Stock were issuable upon exercise of outstanding Shares have been duly authorized and are validly issuedCompany Options, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bv) 886,022 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Common Stock were reserved for issuance under upon exchange of Oasis Martinique LLC Units , (vi) 4,165,000 shares of Common Stock were reserved for issuance upon conversion of the Company’s 2005 Equity Incentive PlanSeries A Preferred Stock and (vii) no Excess Shares were outstanding. On the date of this Agreement, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”except as set forth above in this Section 3.1(c), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity voting securities of each the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights relating to the capital stock of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other All outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by not subject to preemptive rights. Except as set forth on SCHEDULE 3.1(c) to the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLDisclosure Letter, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any there are no bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the shareholders on any matters on which stockholders of the Company may vote. Except (A) for the Company Options and the Oasis Martinique LLC Units, (B) as set forth in SCHEDULE 3.1(c) to the Company Disclosure Letter, or (C) as otherwise permitted under Section 4.1, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which such entity is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except (1) for the Oasis Martinique Exchange Rights Agreement, the Oasis Martinique LLC Agreement and the Oasis Martinique Loan and Security Agreement and (2) as set forth on SCHEDULE 3.1(c) to the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any matterCompany Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any capital stock, voting securities or other ownership interests in any Company Subsidiary or make any material investment (in the form of a loan, capital contribution or otherwise) to any Person.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 350,000,000 Common Shares, of which 24,340,155 179,469,132 Common Shares were outstanding as of the close of business on October 27July 31, 2006 1998, 25,000,000 shares of Non-Transferable Class B Stock, par value $1.00 per share (the "Non-Transferable Class B Shares"), of which 16,272,702 Non-Transferable Class B Shares were outstanding as of the date hereof and 300,000 of which 8,707,500 Non-Transferable Class B Shares were held by Stanford Ranch, Inc. (all such Non-Transferable Class B Shares held by Stanford Ranch, Inc. being without voting rights), 15,000,000 shares of Transferable Class B Stock, par value $1.00 per share (the "Transferable Class B Shares" and, together with the Non-Transferable Class B Shares, the "Class B Shares"), none of which were outstanding as of the close of business on the date hereof, and 20,000,000 shares of preferred stock, no par value $10.00 per sharevalue, of which no 92,000 shares are outstandinghave been designated Series E Mandatory Conversion Premium Dividend Preferred Stock (the "Preferred Shares" and together with the Common Shares and Class B Shares, the "Shares"), and of which 80,000 Preferred Shares were outstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable nonassessable. As of October 31, 1998, there will be no Preferred Shares or Depository Shares (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bas defined below) outstanding, and as of the WBCLEffective Time, there will be no Class B Shares or Security Units (as defined below) outstanding. The Company has no commitments to issue or deliver Shares except that, as judicially interpretedof August 19, for debts incurred prior to June 141998, 2006). Other than 3,150,723 there were 40,335,140 Common Shares reserved for issuance under pursuant to the Company’s 2005 Equity 's 1997 Employee Incentive Stock Plan, 1988 Employee Stock Plan, 1995 Performance Stock Plan Amended and Restated 1996, 1997 Long-Term Incentive Plan, 1991 1998 Long-Term Performance-Based Incentive Plan for the Chief Executive Officer, 1997 Employee Stock Purchase Plan, Long-Term Performance Based Incentive Plan Amended and Restated 1997, Non-Employee Directors' Stock Option Plan and Equity Incentive 1987 Restricted Stock Plan (collectively, the “"Stock Plans”"), 13,340,591 Common Shares subject to issuance under upon conversion of the Rights Agreement and Non-Transferable Class B Shares pursuant to the Voting Agreement, 18,000,000 Common Shares subject to issuance under upon the Xxxxx Corporation Incentive Savings Plan conversion of the Preferred Shares and the Xxxxx Hourly 401(k) Plan simultaneous conversion of the $3.10 Depositary Shares (the “401(k"Depositary Shares") Plans”)(plus additional Common Shares subject to issuance pursuant to Section 3 of the Articles Supplementary dated October 30, 1995 governing the terms of the Preferred Shares in respect of accrued and unpaid dividends) and 17,250,000 Common Shares subject to issuance on conversion of the Company's 8 1/2% Premium Equity Redemption Cumulative Security Units (the "Security Units") pursuant to the terms thereof. As promptly as practicable following the date of this Agreement, the Company has no Shares subject will deliver to issuance. Parent Section 5.1(b)(i5.1(b) of the Company Disclosure Letter contains which will contain a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect each outstanding option to the purchase Shares under the Stock PlansPlans (each a "Company Option"), including the holder, date of grant, exercise price and number of Shares and, where applicable, exercise pricesubject thereto. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s 's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly wholly-owned Subsidiary subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)encumbrance. Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letterthere are no Shares authorized, reserved, issued or outstanding and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, subscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate character relating to the Company issued or any of its Subsidiaries to issue or sell any shares of unissued share capital stock or other equity securities ownership interest of the Company or any of its Subsidiaries or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or or, except as referred to in this subsection (b), convertible into or exercisable for securities having the right to vote) with the shareholders stockholders of the Company on any mattermatter ("Voting Debt").

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock, 1,000,000 shares of special stock of the Company, without par value (the “Company Convertible Special Stock”) and 10,707 shares of preferred stock of the Company, $100.00 par value (the “Company Preferred Stock”). At the close of business on February 13, 2018, (i) 48,585,153 shares of Company Common Stock were issued and outstanding, including 25,107 Company Restricted Shares, (ii) 120,289 shares of which 24,340,155 Shares Company Convertible Special Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 19,059,751 shares of Company Common Stock and no shares of Company Convertible Special Stock were held by the Company in its treasury and (v) no shares of Company Common Stock or Company Convertible Special Stock were held by the Company Subsidiaries. At the close of business on February 13, 2018, (i) 325,350 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Options, (ii) 237,320 shares of Company Common Stock were subject to issuance pursuant to outstanding Company RSUs and RSAs and (iii) 296,084 shares of Company Common Stock were subject to issuance pursuant to outstanding Company PSUs and PSAs assuming achievement at target levels. Section 4.03(a) of the Company Disclosure Letter sets forth, as of the close of business on October 27February 13, 2006 2018, a complete and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstanding. All correct list of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) names of each owner of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)Company Options, the Company has no Shares subject to issuance. Section 5.1(b)(i) of Restricted Shares, the Company Disclosure Letter contains a correct RSUs and complete list the Company PSUs and PSAs, and opposite the name of optionseach such owner, restricted stockthe number, restricted stock unitsclass, stock appreciation rights and any other rights with respect and, if applicable, series of equity securities owned by each such owner and, to the Shares under the Stock Plans, including the holder, number of Shares and, where extent applicable, the date of grant or issuance, the exercise price. Each of price and the outstanding shares of capital stock vesting schedule (including any single- or other equity securities double-trigger acceleration) and expiration date of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattersecurity.

Capital Structure. The limited liability company interests of the Company consist of one class of Units. As of the date of this Agreement, the sum of (i) The authorized capital stock the number of Units issued and outstanding, consisting of (A) Secured Claim Units, (B) Unsecured Claim Units and (C) Units held by the Company consists in respect of 75,000,000 SharesL/C Secured Claims, and (ii) the number of which 24,340,155 Shares additional Units were outstanding as reserved for distribution in respect of the close of business on October 27Unsecured Claims, 2006 and 300,000 shares of preferred stock, par value $10.00 per share, of which no shares are outstandingequals 163,133,334. All of the outstanding Shares have been duly authorized and Units (i) are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable nonassessable; (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bii) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, are free and clear of any lien, charge, pledge, security interest, claim or preemptive rights other encumbrance (each, a “Lien”). Except than as set forth abovein the Operating Agreement; (iii) are not subject to any restrictions on transfer, other than restrictions on transfer imposed by applicable securities Laws and those restrictions set forth in the Operating Agreement or the Plan of Reorganization; and (iv) have been issued in material compliance with all applicable Laws and all requirements set forth in the Operating Agreement. As of the date of this Agreement, other than up to 13,227,027 Units reserved for issuance pursuant to the Management Equity Plan, the Company has no other Units reserved for issuance. Not including the 881,788 Residual Units to be granted immediately prior to the Effective Time in accordance with the Management Equity Plan and as set forth on Section 5.1(b)(i2.3(d) of the Company Disclosure Letter, as of December 18, 2013, (A) there were 8,230,565 outstanding and except unexercised Company Options providing for the rights issuance of 8,230,565 Units and having a weighted average exercise price of $6.00 and (B) an aggregate of 4,114,674 Restricted Units were issued and outstanding, in each case, under the “Rights”Management Equity Plan. Upon the issuance of any Units in accordance with the terms of the Management Equity Plan, such Units will be duly authorized, validly issued, fully paid and nonassessable. As of December 18, 2013, there were 146,664 outstanding Phantom Units under the Director Equity Plan. Section 3.1(b) that have been issued pursuant to of the Rights Agreement, dated Company Disclosure Letter contains (1) a correct and complete list as of November 5the date of this Agreement of the number of Secured Claim Units, 2001, as amended, between the number of Unsecured Claim Units and the number of Units held by the Company in respect of L/C Secured Claims, in each case issued and American Stock Transfer & Trust outstanding, and (2) a correct and complete list as of the date of this Agreement of Company (Options and Restricted Units outstanding under the “Rights Agreement”)Management Equity Plan, and of Phantom Units under the Director Equity Plan, including the holder, amount, and for each Company Option, the exercise price of such Company Option. No Units are owned by any Subsidiary of the Company. Except as set forth above or as provided for in the Operating Agreement or the Plan of Reorganization, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock unit appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock limited liability company interests or other equity securities of the Company or any of 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 subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations of the Company or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms There are no outstanding obligations of the Stock PlansCompany or its Subsidiaries to repurchase, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear redeem or otherwise acquire any limited liability company interests or other securities of any Liens imposed or created by the Company (except for or any liability that may be imposed on shareholders by former of its Subsidiaries. The Member Registry complies in all material respects with Section 180.0622(2)(b2.5(a) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matterOperating Agreement.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, 25,000,000 shares of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 Company Common Stock and 300,000 1,000,000 shares of preferred stock, par value $10.00 1.25 per share, of the Company ("Company Preferred Stock"), of which 162,000 shares have been designated as Series A Junior Participating Preferred Stock ("Company Series A Preferred Stock"). As of August 20, 2003: (i) 18,822,954 shares of Company Common Stock were issued and outstanding, of which 3,500 shares are restricted shares of Company Common Stock issued pursuant to the Company Stock Plans (as defined in this Section 3.1(c)); (ii) 2,180,223 shares of Company Common Stock were held by the Company in its treasury and no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders Company Common Stock were held by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each Subsidiaries of the Company’s Subsidiaries is duly authorized, validly issued, fully paid ; (iii) no shares of Company Preferred Stock were issued and nonassessable outstanding; (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(biv) no shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned Company Preferred Stock were held by the Company in its treasury or were held by a direct or indirect wholly owned any Subsidiary of the Company, free and clear ; (v) 1,526,190 shares of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except Common Stock were reserved for the rights (the “Rights”) that have been issued issuance pursuant to the Rights Agreementall plans, dated agreements or arrangements providing for equity-based compensation to any director, Employee (as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”defined in Section 3.1(f)), there are no preemptive consultant or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities independent contractor of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for(collectively, or giving any Person a right the "Company Stock Plans"), of which 774,015 shares are subject to subscribe outstanding Company Stock Options (as defined in this Section 3.1(c)); and (vi) 162,000 shares of Company Series A Preferred Stock were reserved for or acquire, any securities issuance pursuant to the Company Rights Agreement. All outstanding shares of capital stock of the Company or any of its Subsidiariesare, and no securities or obligations evidencing such rights are authorizedall shares thereof which may be issued prior to the Closing will be, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Planswhen issued, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free not subject to preemptive rights. The Company has delivered to Parent a true and clear complete list, as of the close of business on August 20, 2003, of all outstanding stock options to purchase or receive Company Common Stock and all other rights to purchase or receive Company Common Stock granted under the Company Stock Plans (collectively, the "Company Stock Options"), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices of each such Company Stock Option and the names of the holders thereof. The Company has not awarded or authorized the award of any Liens imposed Company Stock Options since August 20, 2003. Except as set forth in this Section 3.1(c) and except for changes since August 20, 2003 resulting from (i) the issuance of shares of Company Common Stock pursuant to and in accordance with Company Stock Options outstanding prior August 20, 2003 or created by (ii) as expressly contemplated hereby, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (except for C) any liability that may warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no 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 imposed on shareholders by former issued, delivered or sold, any such securities, other than pursuant to any "cashless exercise" provision of any Company Stock Options. Except as set forth in Section 180.0622(2)(b3.1(c) of the WBCLCompany Disclosure Schedule, as judicially interpreted, for debts incurred prior to June 14, 2006). The there are no outstanding (A) securities of the Company does not have outstanding or any bonds, debentures, notes or other obligations the holders of which have the right to vote (or its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities having or other ownership interests in any Subsidiary of the right Company, (B) warrants, calls, options or other rights to vote) with acquire from the shareholders Company or any of its Subsidiaries, or any obligation of the Company on or any matterof its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party and, to the knowledge of the Company, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 5% or more of the outstanding Company Common Stock (a "Major Company Shareholder") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of the Company or any of its Subsidiaries. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or, to the knowledge of the Company, any Major Company Shareholder is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares, of which 24,340,155 Shares were outstanding as of the close of business on October 27, 2006 and 300,000 170,000,000 shares of preferred stockCommon Stock, par value $10.00 0.01 per share, of which no 1,814,494 shares are outstanding. All issued and outstanding as of the date of this Agreement and 82,326,283 shares of Preferred Stock, par value $0.01 per share, of which (a) 4,400,000 shares are designated as Series A Preferred Stock, of which 4,400,000 shares are issued and outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) as of the WBCLdate of this Agreement, (b) 4,400,000 shares are designated as judicially interpretedSeries B Preferred Stock, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan of which 4,400,000 shares are issued and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) outstanding as of the Company Disclosure Letter contains a correct date of this Agreement, (c) 13,225,807 shares are designated as Series C Preferred Stock, of which 13,225,807 shares are issued and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each outstanding as of the date of this Agreement, (d) 20,833 shares are designated as Series D Preferred Stock, of which 20,833 shares are issued and outstanding as of the date of this Agreement, (e) 48,135,340 shares are designated as Series E Preferred Stock, of which 47,391,275 shares are issued and outstanding as of the date of this Agreement, and (f) 12,144,303 shares are designated as Series F Preferred Stock, of which 10,839,694 shares are issued and outstanding as of the date of this Agreement. No shares of capital stock or other equity securities of each of the are held in Company’s Subsidiaries is treasury. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable (except for non-assessable and are not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of Company or any liability that may be imposed on shareholders agreement or document to which Company is a party or by former Section 180.0622(2)(b) which it is bound, and were issued in compliance with all applicable federal and state securities Legal Requirements. As of the WBCLdate hereof, as judicially interpretedCompany has reserved an aggregate of 23,163,326 shares of Company Common Stock, net of exercises, for debts incurred prior issuance to June 14employees, 2006) consultants and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued non-employee directors pursuant to the Rights AgreementCompany Option Plans, dated as under which options are outstanding for an aggregate of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any 17,869,023 shares of capital stock or other equity securities Company Common Stock; 58,529,838 shares of the Company or any Common Stock are reserved for issuance to holders of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwarrants to purchase Company Common Stock upon their exercise and 744,066 shares of Company Series E Preferred Stock are reserved for issuance to holders of warrants to purchase Company Series E Preferred Stock upon their exercise. All shares of Company Capital Stock subject to issuance as aforesaid, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any upon issuance of any Shares in accordance with on the terms of and conditions specified in the Stock Plansinstruments pursuant to which they are issuable, such Shares will be are duly authorized, validly issued, fully paid and nonassessable non-assessable. Section 2.2 of the Company Disclosure Schedule lists, as of the date of this Agreement, each holder of Company Capital Stock and free the number of shares of Company Capital Stock held by such holder, each outstanding Company Option and clear warrant to acquire shares of Company Capital Stock, the name of the holder of such Company Option or warrant, the number of shares subject to such Company Option or warrant, the exercise price of such Company Option or warrant, the vesting schedule and termination date of such Company Option or warrant. Section 2.2 of the Company Disclosure Schedule also lists, for each holder of Company Capital Stock, Company Option or warrant to acquire shares of Company Capital Stock, as such information exists on the books and records of Company, the state or other jurisdiction in which such holder currently resides, or, if such holder is an Entity, the state where such holder’s principal office is located. Except as set forth on Section 2.2 of the Company Disclosure Schedule, there are no outstanding equity securities of any Liens imposed or created by the kind of Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does not have outstanding any bonds, debentures, notes or and there are no other obligations the holders of which have the right to vote (securities exchangeable or convertible into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding. Attached hereto as Exhibit G, is a spreadsheet prepared by Company, identifying each holder of Company securities having and each Retention Bonus Plan Participant entitled to receive consideration pursuant to Article I of this Agreement, the right aggregate amount of Parent Common Stock issuable and cash (if any) payable to vote) each such Person in connection with the shareholders consummation of the Transaction, such Person’s last known addresses, the number and kind of shares of Company on securities held by such applicable holder eligible for exchange for merger consideration (including respective certificate numbers), and the number of shares of each such Person’s Parent Common Stock which shall be deposited in the Escrow Fund, including such Person’s pro rata percentage of the Escrow Fund (the “Merger Consideration Spreadsheet”). As of the date that is third business day prior to the Closing, the Merger Consideration Spreadsheet, as updated pursuant to Section 5.16 hereof, shall be true and correct and consistent with Company’s certificate of incorporation, applicable law and any matterother oral or written obligation to which Company is subject.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 Shares360,000,000 shares of Company Class A Common Stock, 90,000,000 shares of which 24,340,155 Shares were outstanding as Company Class B Common Stock, and 45,000,000 shares of Company Preferred Stock. At the close of business on October 27March 23, 2006 and 300,000 2021: (i) 43,459,880 shares of preferred stock, par value $10.00 per share, Company Class A Common Stock were issued and outstanding (of which no such shares were subject to time- or performance-based vesting restrictions); (ii) 13,588,555 shares of Company Class B Common Stock were issued and outstanding; (iii) no shares of Company Preferred Stock were issued and outstanding; (iv) 20,799,487 shares of Company Class A Common Stock were held by the Company in its treasury; (v) 475,633 shares of Company Class A Common Stock were issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable) that are outstanding. All subject only to time-based vesting restrictions; (vi) 958,481 shares of Company Class A Common Stock were issuable upon the exercise of outstanding Shares have been duly authorized Company Stock Options (whether or not presently exercisable) that are subject to performance-based vesting restrictions assuming performance is achieved at the maximum level; (vii) 2,317,228 shares of Company Class A Common Stock were issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable) that are no longer subject to time-based vesting restrictions or performance-based vesting restrictions; (viii) 1,536,852 shares of Company Class A Common Stock were issuable upon settlement of outstanding Company RSU Awards that provide a fixed number of shares on settlement; (ix) 1,423,750 shares of Company Class A Common Stock were issuable upon settlement of outstanding Company RSU Awards that provide a number of shares on settlement determined by achievement of performance-based vesting restrictions assuming performance is achieved at the maximum level; and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bx) 2,147,135 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Class A Common Stock were reserved for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Company Stock Plans”. Except as set forth in this Section 4.3(a), Shares subject to issuance under at the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)close of business on March 23, the Company has 2021, no Shares subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or voting securities of, or other equity securities of each of interests in, the Company’s Subsidiaries is duly authorized, validly Company were issued, fully paid and nonassessable (except reserved for any liability that may be imposed issuance or outstanding. From the close of business on shareholders by former Section 180.0622(2)(b) March 23, 2021, to the date of the WBCLthis Agreement, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned there have been no issuances by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities interests in, the Company, other than the issuance of Company Class A Common Stock upon the exercise of the Company Stock Options or any upon the settlement of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forCompany RSU Awards, or giving any Person a right to subscribe for or acquirein each case, any securities outstanding at the close of the Company or any of its Subsidiariesbusiness on March 23, 2021, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the their terms of the Stock Plans, in effect at such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any mattertime.

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 46,000,000 Shares, of which 24,340,155 5,213,321 Shares were outstanding as of the close of business on October 27January 4, 2006 2006, and 300,000 21,700,000 shares of preferred stockPreferred Stock, no par value $10.00 per shareshare (the “Preferred Shares”), comprising (A) 3,000,000 shares of Series A Preferred Stock, 2,861,408 of which were outstanding as of the close of business on January 4, 2006, (B) 10,000,000 shares of Series B Preferred Stock, of which no 8,815,404 were outstanding as of the close of business on January 4, 2006, (C) 5,850,000 shares are of Series C Preferred Stock, of which 5,576,208 were outstanding as of the close of business on January 4, 2006, and (D) 2,850,000 shares of Series D Preferred Stock, of which 2,510,840 were outstanding as of the close of business on January 4, 2006. Immediately prior to the Effective Time, following conversion of all of the outstanding Preferred Shares (assuming the issuance of Preferred Shares upon the exercise of any outstanding Company Equity Rights) into Shares, not more than 25,072,310 Shares, plus any Shares issued upon exercise vested Company Stock Options between the date of this Agreement and the Effective Time, will be outstanding. All of the issued and outstanding Shares and Preferred Shares have been duly authorized authorized, validly issued and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLnonassessable, as judicially interpreted, for debts incurred prior to June 14, 2006)and have been issued in compliance with all applicable Laws. Other than 3,150,723 (x) 1,532,000 Shares reserved for issuance under the Company’s 2005 Company Option Plans, (y) 19,858,989 Shares reserved for issuance upon conversion of the Preferred Shares (including those issuable upon exercise of the Company Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Stock Plans”Rights), and (z) 95,129 Shares subject to reserved for issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”)upon exercise of certain Company Equity Rights, the Company has had no Shares subject to issuanceor Preferred Shares reserved for issuance as of the date of this Agreement. Section 5.1(b)(i) 4.3 of the Company Disclosure Letter Schedule contains a correct list, which is true and complete list in all material respects, of options, restricted stock, restricted stock units, stock appreciation rights each Company Stock Option and any other rights with respect to Company Equity Right outstanding as of the Shares under the Stock Plansdate of this Agreement, including (i) the name and address of the holder, (ii) the type of security, (iii) the number of Shares andsubject to such Company Stock Option or Company Equity Right, where applicable(iv) the exercise price of such Company Stock Option or Company Equity Right, (v) the date on which such Company Stock Option or Company Equity Right was granted, (vi) the applicable vesting schedule (including any potential acceleration of such vesting), (vii) whether early exercise pricerights apply to such Company Stock Option or Company Equity Right, and (viii) the date on which such Company Stock Option or Company Equity Right expires. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including above and in Section 5.1(b)(i) 4.3 of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”)Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments commitments, preemptive or other rights or agreements of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem, acquire, issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving that give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance Except for the Voting Agreements, the Fourth Amended and Restated Investors’ Rights Agreement dated as of any Shares in accordance December 21, 2004 and the Fourth Amended and Restated Co-Sale and Voting Agreement dated as of December 21, 2004, there are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the terms voting of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear capital stock of any Liens imposed or created by the Company (except for to which the Company or, to the Company’s Knowledge, any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)shareholder is a party. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible by their terms into or exercisable for securities having the right to vote) with the shareholders on any matter (“Voting Debt”). As of the date hereof, the outstanding shares of the Company’s capital stock are owned of record as set forth in Section 4.3 of the Company on any matterDisclosure Schedule. Section 4.3 of the Company Disclosure Schedule sets forth the applicable conversion ratio under the Company’s articles of incorporation pursuant to which (i) the holders of the Company’s Series A Preferred Stock are entitled to convert their shares of Series A Preferred Stock to Shares immediately prior to the Effective Time (the “Series A Conversion Ratio”), (ii) the holders of the Company’s Series B Preferred Stock are entitled to convert their shares of Series B Preferred Stock to Shares immediately prior to the Effective Time (the “Series B Conversion Ratio”), (iii) the holders of the Company’s Series C Preferred Stock are entitled to convert their shares of Series C Preferred Stock to Shares immediately prior to the Effective Time (the “Series C Conversion Ratio”) and (iv) the holders of the Company’s Series D Preferred Stock are entitled to convert their shares of Series D Preferred Stock to Shares immediately prior to the Effective Time (the “Series D Conversion Ratio”).

Capital Structure. (ia) The authorized capital stock of the Company consists of 75,000,000 371,000,000 Shares and 20,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Shares, of which 24,340,155 Shares were outstanding as of ”). At the close of business on October July 27, 2006 2018, (i) 267,881,900 Shares were issued and 300,000 shares of preferred stock, par value $10.00 per share, outstanding (of which 1,241,005 were Company Restricted Shares and 652,369 were Company Performance Shares (assuming settlement at the achievement of the target level of performance)), (ii) Company Options to acquire 1,438,231 shares were outstanding, and (iii) no shares are Preferred Shares were outstanding. At the close of business on July 27, 2018 no Shares or Preferred Shares were reserved by the Company for issuance other than: (i) such number of Shares reserved for issuance as were issuable upon the conversion of the 2018 Convertible Notes, (ii) such number of Shares reserved for issuance as were issuable upon the conversion of the 2020 Convertible Notes, (iii) such number of Shares reserved for issuance as were issuable upon the exchange of Class A Common Units in Forest City Master Associates III, LLC (“Class A Common Units”), and (iv) 3,150,166 Shares reserved for issuance under the Company’s 1994 Stock Plan, as amended (the “Stock Plan”). All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid paid, and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)nonassessable. Other than 3,150,723 All Shares reserved for issuance under shall be, when issued in accordance with the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan terms and Equity Incentive Plan (the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) conditions of the Company Disclosure Letter contains a correct and complete list of optionsapplicable instrument pursuant to which they are issuable, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letterpaid, and except for nonassessable. At the rights (the “Rights”) that have been issued pursuant to the Rights Agreementclose of business on July 27, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”)2018, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or were 1,111,044 Class A Common Units outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 75,000,000 Shares382,499,000 shares of Company Common Stock, 1,000 shares of which 24,340,155 Shares were outstanding as of non-participating, non-voting, convertible stock, par value $0.0001 per share (the close of business on October 27, 2006 “Company Convertible Stock”) and 300,000 17,500,000 shares of preferred stock, par value $10.00 0.0001 per shareshare (the “Company Preferred Stock”). As of the close of business on March 22, 2019 (the “Company Capitalization Date”), (A) 55,520,525 shares of Company Common Stock were issued and outstanding (including 221,743 shares underlying Company Restricted Stock Awards), (B) no shares of Company Convertible Stock were issued and outstanding, (C) no shares of Company Preferred Stock were issued and outstanding, (D) no shares of Company Common Stock were issuable upon exchange of limited partnership units of the Company Operating Partnership, (E) 55,520,525 units of the Company Operating Partnership were issued and outstanding, all of which no shares are outstanding. All were owned by the Company or a wholly-owned Subsidiary of the outstanding Shares have been duly authorized and are validly issuedCompany, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bF) 1,725,433 shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under the Company’s 2005 Company Equity Incentive Plan, 1991 (G) Company RSU Awards relating to 609,262 shares of Company Common Stock Option Plan were outstanding (assuming, in the case of performance-based Company RSU Awards, (1) the achievement of maximum performance (assuming proration based on a Closing Date of June 30, 2019, in the case of Company RSU Awards granted in 2019) and Equity Incentive Plan (2) the “Stock Plans”), inclusion of all 26,269 currently accrued Dividend Shares subject to issuance under the Rights Agreement in respect of such Company RSU Awards (assuming achievement of maximum performance) and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k(H) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) shares of capital stock of the Company Disclosure Letter contains a correct and complete list or equity interests of optionsthe Company Operating Partnership were held by any Subsidiaries of the Company or the Company Operating Partnership, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the Shares under the Stock Plans, including the holder, number of Shares and, where applicable, exercise pricerespectively. Each of All the outstanding shares of capital stock or other equity securities Company Common Stock are, and all shares of each of Company Common Stock that may be issued prior to the Company’s Subsidiaries is Effective Time shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior non-assessable and not subject to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created by the Company (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). 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 vote) with the shareholders of the Company on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 Shares100,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, of which 24,340,155 Shares were outstanding as of without par value ("Company Preferred Stock" and, together with Company Common Stock, "Company Capital Stock"). At the close of business on October 27June 25, 2006 and 300,000 2004, (i) 39,667,451 shares of preferred stock, par value $10.00 per share, of which Company Common Stock and no shares are of Company Preferred Stock were issued and outstanding. All , (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 3,654,226 shares of Company Common Stock were subject to outstanding Shares have been duly authorized Company Employee Stock Options and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) 1,454,455 additional shares of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares Company Common Stock were reserved for issuance under pursuant to the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the “Company Stock Plans”), Shares subject (iv) 156,775 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Warrants, (v) 4,911,623 shares of Company Common Stock were reserved for issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to issuance. Section 5.1(b)(i) upon conversion of the Company Disclosure Letter contains Convertible Notes and 2,000,000 shares of Company Common Stock were reserved for interest payments on the Company Convertible Notes, (vi) 7% Convertible Subordinated Notes due 2005 (the "Company Convertible Notes") with a correct face value of $6,975,000 were outstanding, which may be converted into Company Common Stock at the election of the holders thereof, (vii) warrants issued in May 2001 exercisable for 118,449 shares of Company Common Stock were outstanding, warrants issued in January 2002 exercisable for 38,326 shares of Company Common Stock were outstanding and complete list no warrants issued in August 2002 exercisable for shares of optionsCompany Common Stock were outstanding (collectively, restricted stockthe "Company Warrants"), restricted stock units, stock appreciation and (viii) 50,000 shares of Series C Participating Preferred Stock were reserved for issuance in connection with the rights and any other rights with respect (the "Company Rights") issued pursuant to the Shares under Preferred Stock Rights Agreement dated as of September 26, 2000 (as amended from time to time, the Stock Plans"Company Rights Agreement"), including between the holderCompany and ChaseMellon Shareholder Services, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLInc., as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”)Rights Agent. Except as set forth above, including Section 5.1(b)(i) at the close of the Company Disclosure Letterbusiness on June 25, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement2004, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. Upon There are no outstanding stock appreciation rights linked to the price of Company Common Stock and granted under any issuance Company Stock Plan that were not granted in tandem with a related Company Employee Stock Option. All outstanding shares of any Shares in accordance with Company Capital Stock are, and all such shares that may be issued prior to the terms of the Stock Plans, such Shares Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear not subject to or issued in violation of any Liens imposed purchase option, call option, right of first refusal, preemptive right, subscription right or created by any similar right under any provision of the CGCL, the Company (except for Charter, the Company Bylaws or any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of Contract to which the WBCLCompany is a party or otherwise bound. Except as set forth above, as judicially interpreted, for debts incurred prior to June 14, 2006). The Company does there are not have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which holders of Company Common Stock may vote ("Voting Company Debt"). Except as set forth above, as of June 25, 2004, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the shareholders Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other 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 any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive from the Company or any Company Subsidiary any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company on or any matterCompany Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. The Company has delivered to Parent a complete and correct copy of the Company Rights Agreement, as amended to the date of this Agreement.

Capital Structure. (i) The authorized capital stock of the Company consists of 75,000,000 (i) 150,000,000 Shares, par value $0.01 per share, of which 24,340,155 67,042,381 Shares were outstanding as of the close of business on October 27September 8, 2006 2015 and 300,000 shares of (ii) 15,000,000 preferred stockshares, par value $10.00 0.01 per share, of which no shares are outstandingnone were outstanding as of the close of business on September 8, 2015, and from September 8, 2015 through the date of this Agreement, the Company has not issued any Shares or preferred shares, other than Shares issued in connection with the exercise of Company Options outstanding prior to the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable (except for nonassessable. No Shares are held by any liability that may be imposed on shareholders by former Section 180.0622(2)(b) Subsidiary of the WBCLCompany. As of September 8, as judicially interpreted2015, for debts incurred prior to June 14, 2006). Other other than 3,150,723 3,694,741 Shares reserved for issuance under the Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and 2007 Long-Term Equity Incentive Plan and the 2008 Omnibus Incentive Plan (collectively, the “Stock Plans”), Shares subject to issuance under the Rights Agreement and Shares subject to issuance under the Xxxxx Corporation Incentive Savings Plan and the Xxxxx Hourly 401(k) Plan (the “401(k) Plans”), the Company has no Shares subject to reserved for issuance. Section 5.1(b)(i5.1(b) of the Company Disclosure Letter contains sets forth (x) the total number of outstanding Company Options, RSUs and PSUs (assuming maximum performance vesting of PSUs for which the applicable performance period has not completed as of the date of this Agreement) as of September 8, 2015 and (y) a correct and complete list of optionsall outstanding Company Options (by grant date) as of September 8, restricted stock2015 and the exercise price, restricted stock unitsif applicable, stock appreciation rights and any other rights with respect to each such Company Option, and from September 8, 2015 through the Shares under date of this Agreement, the Stock PlansCompany has not granted any other Company Options, including the holder, number of Shares and, where applicable, exercise priceRSUs or PSUs. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (and, except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCLas is not reasonably likely to have a Company Material Adverse Effect, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance encumbrance, other than any restrictions on transfer imposed by applicable securities Laws (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Significant Subsidiaries to issue or sell any shares of capital stock or other equity 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 equity securities of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or created Liens. All grants of Company Options, RSUs and PSUs were validly issued and properly approved by the Company Board (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(bor a committee thereof) in accordance with the applicable Stock Plan and applicable Law, including the applicable requirements of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006)New York Stock Exchange. 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 vote) with the shareholders Company’s stockholders on any matter. For purposes of this Agreement, a wholly owned Subsidiary of the Company on shall include any matterSubsidiary of the Company of which all of the shares of capital stock of such Subsidiary are owned by the Company (or a wholly owned Subsidiary of the Company).