Common use of Capital Structure Clause in Contracts

Capital Structure. (a) As of the date hereof, the authorized capital stock of Parent consists of 700,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (i) 500,000,000 shares of Parent Common Stock, Stock and 200,000,000 (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20September 30, 2014, 128,897,431 2020: (A) 54,175,648 shares of Parent Common Stock were issued and outstanding, ; (iiB) zero (0) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding and outstanding; (iiiC) 10,000,000 1,426,426 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan pursuant to the 2012 equity incentive plan of Parent (the “Parent Stock Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessableCapital Stock have been, and all shares of Parent Common Capital Stock to be issued as in connection with the Merger ConsiderationMerger, when so issued in accordance with the terms of this Agreement, are or will be be, as applicable, (i) duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of The Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned byand Parent Preferred Stock to be issued pursuant to this Agreement, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly when issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote will be (or convertible into, or exchangeable for, securities having the right to voteA) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized compliance in all material respects with (1) applicable securities Laws and validly issued. All shares of capital stock of other applicable Law and (or other ownership interests in2) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as all requirements set forth in Section 5.3(c) of the Parent Disclosure Letter, any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiaryof Parent, free and clear of all encumbrances Liens, other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsPermitted Liens. (dc) Except As of the close of business on September 30, 2020, except as set forth in this Section 5.3 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement6.2(b)(ii), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Merger Sub Interests or other equity securitiesVoting Debt, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d(iv) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent StockCapital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the other Parent Subsidiariesdate of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced declared and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 20,000,000 shares of Parent Common Stock, Stock and 200,000,000 1,000,000 shares of preferred stock, par value $0.001 0.0001 per share share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20the date of this Agreement, 2014, 128,897,431 (i) 4,775,000 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) no shares of Parent Preferred Stock were were, and as of the Closing Date will be, issued and outstanding outstanding, and (iiiii) 10,000,000 no shares of Parent Common Stock were were, and as of the Closing Date will be, held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of August 25, 2003 between Parent and Continental Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 8,050,000 shares of Parent Common Stock (“Parent Warrants”) were, and as of the Closing Date will be, issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”)or outstanding. All issued and outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the capital stock Effective Time will be as of Parent are the Effective Time, when issued, duly authorized, validly issued, fully paid and nonnonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law (the “DGCL”), the Parent Charter, the Parent By-assessablelaws or any Contract to which Parent is a party. As of the close of business on the date of this Agreement there are not, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure LetterClosing Date there will not be, there are no outstanding any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the “Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableDebt”). Except as set forth above or in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. Letter (d) Except as set forth in this Section 5.3 or defined in Section 5.3(d4.11(a)) and except for an option granted to EarlyBirdCapital, Inc. to purchase 350,000 units (each unit consisting of the one share of Parent Disclosure Letter, with respect to the Common Stock and two Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this AgreementWarrants), as of the date of this Agreement, Agreement there are no securitiesnot, and as of the Closing Date there will not be, any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which Parent, Merger Parent or Sub or any other Parent Subsidiary is a party (i) obligating Parent or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole equity interest in, Parent or in part by the value of any equity security of Parent, Merger Sub or any of the other Voting Parent Subsidiaries Debt, (ii) obligating Parent or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement, right of first refusalContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, other than as set forth in the Parent Charter, the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are no not and as of the Closing Date there will not be any outstanding contractual obligations of Parent, Merger Parent or Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Parent or equity interests in any of the other Parent SubsidiariesSub. (eb) All dividends or other distributions The authorized capitalization of Sub consists of membership interests aggregating to 100%, all of which as of the close of business on the shares date of this Agreement have been, and as the Closing Date will be, validly issued, fully paid and nonassessable and owned by Parent Stock free and any material dividends or other distributions on any securities clear of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)Lien. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (i) 200,000,000 shares of Parent Common Stock, Stock and 200,000,000 (ii) 100,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20April 30, 2014, 128,897,431 2023: (A) 67,161,740 shares of Parent Common Stock were issued and outstanding, ; (iiB) zero (0) 13,420,421 shares of Pre-Merger Parent Preferred Stock were issued and outstanding and outstanding; (iiiC) 10,000,000 815,933 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Longpursuant to equity or equity-Term Incentive Plan based awards outstanding under, or that may be granted in the future under, the equity compensation plan of Parent (as amended from time to time, the “Parent Stock Equity Plan”); and (D) 40,576,092 shares of Parent Common Stock were reserved for issuance in connection with the conversion of Pre-Merger Parent Preferred Stock. Except as set forth in this Section 5.2, at the close of business on April 30, 2023, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessableCapital Stock have been, and all shares of Parent Common Capital Stock to be issued as in connection with the Merger ConsiderationMerger, when so issued in accordance with the terms of this Agreement, are or will be be, as applicable, (i) duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws and other applicable Law, the Delaware General Corporation Law and the Organizational Documents of Parent. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of The Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned byand Parent Preferred Stock to be issued pursuant to this Agreement, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly when issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote will be (or convertible into, or exchangeable for, securities having the right to voteA) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized compliance in all material respects with (i) applicable securities Laws and validly issued. All shares of capital stock of other applicable Law and (or other ownership interests inii) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as all requirements set forth in Section 5.3(c) any applicable contracts of the Parent Disclosure Letter, or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock and stock, membership interests, partnership interests or other ownership interests of each equity interests, as applicable, of the Parent Subsidiaries that is a Significant Subsidiaryof Parent, including Merger Sub, free and clear of all encumbrances Liens, other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or Permitted Liens. As of the validity close of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintainedbusiness on April 30, and there are no existing options2023, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement5.2, there is or are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional outstanding: (i) shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value Capital Stock; (ii) Voting Debt of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Parent or any of the other its Subsidiaries; (iii) securities of Parent Subsidiaries or obligating Parent, Merger Sub or any other Subsidiary of Parent Subsidiary to issue, grant, extend convertible into or enter into exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt of Parent or any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(dits Subsidiaries; (iv) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent StockCapital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity securities or interests of any Subsidiary of Parent, Merger Sub except as set forth in Section 5.2(b) of the Parent Disclosure Letter; or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any other Subsidiary of Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (2) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no shareholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound by any agreements or understandings concerning relating to the voting (including voting trusts and proxies) of any Merger Sub Interests or shares of Parent Capital Stock. (c) As of the date of this Agreement, all of the outstanding shares of capital stock of Merger Sub are validly issued and fully paid and are wholly owned by Parent, or equity interests in any of the other Parent Subsidiaries. (ed) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced declared and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) . As of the Parent Disclosure Letterdate of this Agreement, neither except as disclosed in the Parent nor SEC Documents, there are no declared and unpaid dividends with respect to any shares of Parent Subsidiary is under Capital Stock or declared and unpaid material dividends with respect to any obligation, contingent or otherwise, by reason securities of any contract to register the offer and sale or resale Subsidiary of any of their securities under the Securities ActParent.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 250,000,000 shares of Parent Common Stock, Stock and 200,000,000 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “"Parent Preferred Stock”" and, together with the Parent Common Stock, the "Parent Capital Stock"). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20July 31, 20142005, 128,897,431 (i) 66,797,864 shares of Parent Common Stock (each together with a Parent Right) and no shares of Parent Preferred Stock were issued and outstanding, (ii) zero (0) 23,729,728 shares of Parent Preferred Common Stock were issued and outstanding and held by Parent in its treasury, (iii) 10,000,000 5,878,756 shares of Parent Common Stock were reserved for issuance under Parent’s Employee pursuant to outstanding options and Director Longother stock-Term Incentive Plan based awards (other than shares of restricted stock or other equity based awards included in the number of shares of Parent Common Stock outstanding set forth above) and (iv) shares of Parent Preferred Stock reserved for issuance in connection with the rights (the “"Parent Rights") issued pursuant to the Rights Agreement dated as of April 21, 1998 (as amended from time to time, the "Parent Rights Agreement"), between Parent and First Chicago Trust Company of New York, as Rights Agent. Except as set forth above, at the close of business on July 31, 2005, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. During the period from July 31, 2005 to the date of this Agreement, (x) there have been no issuances by Parent of shares of capital stock or other voting securities of Parent other than issuances of shares of Parent Common Stock Plan”)pursuant to the exercise of options and other stock-based awards outstanding on such date as required by their terms as in effect on the date of such issuance and (y) there have been no issuances by Parent of options, warrants or other rights to acquire shares of capital stock or other voting securities of Parent. All issued and outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the capital stock of Parent are Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to or issued in violation of any purchase option, and all shares call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Restated Certificate of Incorporation of Parent Common Stock to be issued as (the Merger Consideration, when so issued in accordance with "Parent Charter") and the terms of this Agreement, will be duly authorized, validly issued, fully paid Amended and nonRestated By-assessable. No class or series of capital stock laws of Parent (the "Parent By-laws") or any Contract to which Parent is entitled to preemptive rightsa party or otherwise bound. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there There are no outstanding not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of Parent Common Capital Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the "Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableDebt"). Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementabove, as of the date of this Agreement, there are no securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other of Parent's subsidiaries (each, a "Parent Subsidiary Subsidiary") is a party or by which any of them is bound, bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parentinterest in, Merger Sub Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub Subsidiary or any other Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreement, right of first refusalContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is has made available to the Company a party to or bound by any agreements or understandings concerning the voting (including voting trusts complete and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any correct copy of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior Rights Agreement, as amended to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)of this Agreement. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (i) 480,000,000 shares of Parent Common Stock, Stock and 200,000,000 (ii) 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 0.0001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At As of the close of business on November 20June 15, 20142018, 128,897,431 there are 248,120,753 shares of Parent Common Stock were issued outstanding and outstanding, (ii) zero (0) no shares of Parent Preferred Stock were issued and outstanding. All of the outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee have been duly authorized and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of nonassessable. The Parent Common Stock to be issued as pursuant to the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are has no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. or Parent Preferred Stock reserved for issuance, except that, as of June 15, 2018, there were (bi) All 8,396,301 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2003 Stock Incentive Plan, as amended, the Merger Sub Interests are owned by2011 Incentive Plan, as amended, the 2015 Employee Inducement Incentive Plan and have always been owned bythe 2015 Long-Term Cash Incentive Plan, (ii) 14,608,331 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Convertible Unsecured Notes due 2021, (iii) 47,108,466 shares of Parent Common Stock reserved for issuance pursuant to CCH Holdco II, LLC’s 11.0% Convertible Senior Secured Notes due 2025 and (iv) 4,516,549 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 4.25% Convertible Senior Notes due 2045. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries (other than the Parent Subsidiaries that Company and its Subsidiaries) is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized Parent, free and validly issued. All shares clear of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableany Liens. Except as set forth in Section 5.3(c) of the Parent Disclosure Letterabove, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing preemptive or other outstanding rights, options, warrants, callsconversion rights, subscriptionsstock appreciation rights, convertible securities or other securitiesredemption rights, repurchase rights, agreements, arrangements, calls, commitments or obligations rights of any character relating to kind that obligate the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary Group Entities to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) other securities of the Parent Disclosure LetterGroup Entities or any securities or obligations convertible or exchangeable into or exercisable for, with respect or giving any Person a right to the Parent Stock Plan subscribe for or pursuant to the terms acquire, any securities of the Parent Preferred Stock as of the date of this AgreementGroup Entities, as of the date of this Agreementand no securities or obligations evidencing such rights are authorized, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements issued or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertakingoutstanding. Except as set forth in Section 5.3(d) of the Parent Disclosure Letterabove, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” outstanding any bonds, debentures, notes or similar stockholder rights planother obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the The authorized capital stock of Parent RVI consists of 700,000,000 160,000,000 shares of Parent RVI Common Stock, and 200,000,000 shares . As of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20January 29, 20142011, 128,897,431 (A) 50,274,851 shares of Parent RVI Common Stock were issued and outstandingoutstanding (including issued shares of unvested restricted stock), (iiB) zero (0) 7,551 shares of Parent Preferred RVI Common Stock were issued and outstanding held in treasury, (C) 1,952,497 shares of RVI Common Stock were reserved for issuance upon the exercise of the RVI Warrants and (iiiD) 10,000,000 949,100 shares of Parent RVI Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent RVI Stock Plan”)Awards. All issued and outstanding shares of RVI Common Stock, and all shares of RVI Common Stock that may be issued pursuant to the capital stock exercise of Parent RVI Warrants or RVI Stock Awards, are duly authorized. All issued and outstanding shares of RVI Common Stock are, and all shares of RVI Common Stock that may be issued pursuant to the exercise of RVI Warrants or RVI Stock Awards will be, when issued in accordance with the terms thereof, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled not subject to preemptive rights. Except as disclosed in . (ii) Section 5.3(a3.1(b)(ii) of the Parent RVI Disclosure LetterSchedule sets forth a true, there are no outstanding complete and correct list as of the Execution Date of each RVI Warrant then outstanding, the number of shares of RVI Common Stock and DSW Class A Stock held by RVI subject to such RVI Warrant and the exercise or purchase price (if any) and the expiration date thereof. (iii) No bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders shareholders may vote (“Voting Debt”) of shares of Parent Common Stock may voteRVI are issued or outstanding. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (div) Except as set forth in this Section 5.3 or in Section 5.3(dfor (A) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of (B) the date of this RVI Warrants, (C) the RVI Stock Awards, and (D) the Rights Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which Parent, Merger Sub RVI or any other Parent Subsidiary of RVI is a party or by which any of them is bound, obligating Parent, Merger Sub it or any other Parent such Subsidiary is bound obligating RVI or any Subsidiary of RVI to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests or capital stock, other equity securities, rights, options, stock interests or unit appreciation rights, phantom stock any Voting Debt of RVI or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security Subsidiary of ParentRVI (including, Merger Sub for this purpose, DSW) or obligating RVI or any Subsidiary of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary RVI to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there There are no outstanding contractual obligations of Parent, Merger Sub RVI or any other Parent Subsidiary of its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of Parent Stockcapital stock of RVI or any of its Subsidiaries (including, for this purpose, DSW) or (y) pursuant to which RVI or any of its Subsidiaries (including, for this purpose, DSW) is or could be required to register shares of RVI Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). (v) Since January 30, 2010, except as permitted by Section 4.1 or as provided for by the Rights Agreement, RVI and its Subsidiaries have not (A) issued or permitted to be issued any shares of capital stock, other equity interests or securities exercisable or exchangeable for or convertible into shares of capital stock or other equity securities or interests of Parent, Merger Sub RVI or any of its Subsidiaries (including, for this purpose, DSW), other Parent Subsidiary. Neither Parentthan pursuant to and as required by the terms of RVI Warrants or RVI Stock Awards granted prior to the date hereof; (B) repurchased, Merger Sub nor redeemed or otherwise acquired, directly or indirectly, any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) shares of any Merger Sub Interests or capital stock of Parent, or other equity interests in of RVI or any of its Subsidiaries (including, for this purpose, DSW); or (C) declared, set aside, made or paid to the other Parent Subsidiaries. (e) All shareholders of RVI dividends or other distributions on the outstanding shares of Parent Stock and any material dividends or other distributions on any securities capital stock of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)RVI. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the authorized capital stock of Parent consists of 700,000,000 600,000,000 shares of Parent Common Stock, Stock and 200,000,000 10,000,000 shares of preferred stock, par value $0.001 per share 0.01, of Parent (the “Parent Preferred Stock”). The Parent Common Stock and From the Parent Preferred Stock are referred date hereof until immediately prior to herein as the “Parent Stock.” At Effective Time, all of the equity interests of Merger Sub shall be owned, directly or indirectly, by Parent. As of the close of business on November 20June 25, 20142021 (the “Parent Capitalization Date”), 128,897,431 (A) 375,197,620 shares of Parent Common Stock were issued and outstandingoutstanding (including 256,523 shares underlying restricted shares of Parent Common Stock), (iiB) zero (0) no shares of Parent Preferred Stock were issued and outstanding and outstanding, (iiiC) 10,000,000 5,197,884 shares of Parent Common Stock were reserved for issuance under the Parent Equity Plans, (D) 4,033 shares of Parent Common Stock were held in Parent’s Employee and Director Long-Term Incentive Plan treasury, (the E) options to purchase 3,850,422 shares of Parent Common Stock were outstanding (“Parent Stock PlanOptions”)) and (F) no shares of Parent capital stock were held by Subsidiaries of Parent. All issued and the outstanding shares of the capital stock Parent Common Stock and Parent Preferred Stock are, and all shares of Parent are Common Stock that may be issued prior to the Effective Time or in connection with the Merger pursuant to Section 2.1(a) shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, assessable and all shares free of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonpre-assessable. No class or series of capital stock of Parent is entitled to preemptive emptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in the foregoing provisions of this Section 5.3(c3.2(b)(i), as of the date hereof: (A) Parent does not have any shares of capital stock or other equity interests issued or outstanding other than shares of Parent Common Stock that have become outstanding after the Parent Capitalization Date as a result of the exercise of Parent Stock Options outstanding as of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintainedCapitalization Date, and (B) there are no existing outstanding subscriptions, options, warrants, puts, calls, subscriptions, exchangeable or convertible securities or other securitiessimilar rights, agreements, agreements or commitments or obligations of any character relating to the outstanding issuance of capital stock or other securities equity interests to which Parent or any of its Subsidiaries is a party or otherwise bound obligating Parent or any Parent Subsidiary or which would require any Parent Subsidiary of its Subsidiaries to issue (1) issue, transfer or sell any shares of its capital stock, ownership interests stock of Parent or securities convertible into or exchangeable for such shares of its capital stock (in each case other than to Parent or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent a wholly owned Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub ); or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, (2) grant, extend or enter into any such securitysubscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date hereof, the authorized capital of this AgreementMerger Sub consists of 100% membership interests. (ii) As of the date hereof, there are no outstanding contractual obligations of Parent, Merger Sub agreements or commitments obligating Parent or any other Parent Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Stock, capital stock or other equity securities or interests of Parent, Merger Sub . No Voting Debt of Parent or any of its Subsidiaries is issued or outstanding. (iii) There are no voting trusts or other agreements or understandings to which Parent Subsidiary. Neither Parent, Merger Sub nor or any other Parent Subsidiary of its Subsidiaries is a party with respect to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or the capital stock or other equity interest of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent Evergreen consists ----------------- of 700,000,000 (i) 75,000,000 shares of Parent Evergreen Class A Common Stock, (ii) 4,500,000 shares of Evergreen Class B Common Stock and 200,000,000 (iii) 6,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “Parent "Preferred Stock”"). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20February 18, 2014, 128,897,431 1997: (i) 39,100,750 shares of Parent Evergreen Class A Common Stock were issued and outstanding, 1,720,091 shares of Evergreen Class A Common Stock were reserved for issuance pursuant to outstanding options or warrants to purchase Evergreen Class A Common Stock which have been granted to directors, officers or employees of Evergreen or others ("Evergreen Stock Options"); (ii) zero (0) 3,114,066 shares of Parent Preferred Evergreen Class B Common Stock were issued and outstanding and (iii) 10,000,000 no shares of Parent Evergreen Class B Common Stock were reserved for issuance under Parent’s Employee for any purpose; and Director Long-Term Incentive Plan (iii) no shares of Preferred Stock were issued and outstanding. Except as set forth above, at the “Parent Stock Plan”)close of business on February 18, 1997, no shares of capital stock or other equity securities of Evergreen were authorized, issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent are Evergreen are, and all shares which may be issued pursuant to Evergreen's stock option plans, as amended to the date hereof (the "Evergreen Stock Option Plans"), or any outstanding Evergreen Stock Options will be, when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled not subject to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding No bonds, debentures, notes or other indebtedness of Parent Evergreen or any subsidiary of Evergreen having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders the stockholders of shares Evergreen or any subsidiary of Parent Common Stock Evergreen may vote. (b) All of the Merger Sub Interests vote are owned by, and have always been owned by, Parentissued or outstanding. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each subsidiary of the Parent Subsidiaries that is a corporation Evergreen have been validly issued and are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and are owned by Evergreen, by one or more wholly- owned subsidiaries of the Parent Subsidiaries that is a partnership Evergreen or limited liability company are duly authorized by Evergreen and validly issued. All shares of capital stock of (one or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiarymore such wholly- owned subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership security interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parentor nature whatsoever (collectively, Merger Sub or any other Parent Subsidiary is a party or by which any "Liens"), except for Liens arising out of them is boundEvergreen Media Corporation of Los Angeles' ("EMCLA") senior credit facility and senior notes and those that, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole individually or in part by the value of any equity security of Parentaggregate, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary could not reasonably be expected to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertakinghave an Evergreen Material Adverse Effect. Except as set forth in Section 5.3(d) above and except for certain provisions of the Parent Disclosure LetterCertificate of Incorporation of Evergreen relating to transfers of Evergreen Class B Common Stock and to "alien ownership", neither Evergreen nor any subsidiary of Evergreen has any outstanding option, warrant, subscription or pursuant to the Parent’s publicly announced share repurchase programother right, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub agreement or commitment that either (i) obligates Evergreen or any other Parent Subsidiary subsidiary of Evergreen to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Evergreen or equity interests in any Significant Subsidiary of Evergreen or (ii) restricts the other Parent Subsidiaries. (e) All dividends or other distributions on the transfer of Evergreen Common Stock. No shares of Parent Stock and capital stock of Evergreen are owned of record or beneficially by any material dividends or other distributions subsidiary of Evergreen. Since the close of business on any securities of any Parent Subsidiary which have been authorized or declared prior February 18, 1997 to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letterhereof, neither the Parent Evergreen nor any Parent Subsidiary is under subsidiary of Evergreen has issued any obligationcapital stock or securities or other rights convertible into or exercisable or exchangeable for shares of such capital stock other than securities issued upon the exercise of Evergreen Stock Options outstanding on February 18, contingent 1997 or otherwiseother convertible securities outstanding on February 18, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act1997.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 One Hundred Million (100,000,000) shares of Parent Common Stock, no par value, and 200,000,000 Five Million (5,000,000) shares of preferred stock, no par value $0.001 per share (the “Parent Preferred Stock”)value. The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20January 16, 20142006, 128,897,431 (a) 33,108,999 shares of Parent Common Stock were issued and outstanding, (iib) zero (0) no shares of Parent Preferred Common Stock were issued and held by Parent in its treasury, (c) 1,582,500 shares of Parent Common Stock were subject to outstanding and options to purchase Parent Common Stock granted under any stock option plan of Parent (iiia “Parent Employee Stock Option”), (d) 10,000,000 3,242,500 additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent and (e) 81,516 shares of Parent Common Stock are currently reserved for issuance as restricted stock under Parent’s Key Man Incentive Plan. Except as set forth above, at the close of business on January 16, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since January 16, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”)Options outstanding as of January 16, 2006. All issued and outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the capital stock of Parent are Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock not subject to be issued as the Merger Consideration, when so or issued in accordance with violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the terms of this AgreementCGCL, will be duly authorizedthe DGCL, validly issuedthe Parent Charter, fully paid and non-assessable. No class the Parent Bylaws or series of capital stock of any Contract to which Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes a party or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rightsotherwise bound. There are is no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableDebt. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementabove, as of the date of this Agreement, there are no securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is a party or by which any of them is bound, bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parentinterest in, Merger Sub Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub Subsidiary or any other Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement, right of first refusalContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Common Stock. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Parent or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)Subsidiary. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 320,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20June 30, 20142001, 128,897,431 (i) 156,074,952 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) 81,175,767 shares of Parent Preferred Common Stock were issued and outstanding held by Parent in its treasury, and (iii) 10,000,000 5,233,644 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the “close of business on June 30, 2001, no shares of capital stock or other voting securities of the Parent Stock Plan”)were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent are are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock are not subject to be issued as the Merger Consideration, when so and were not issued in accordance violation of any preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series respect to any voting shares of capital stock of Parent is entitled to preemptive rightsParent. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares stockholders of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementabove, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary of its subsidiaries is a party or by which any of them is bound, bound obligating Parent, Merger Sub Parent or any other Parent Subsidiary of its subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securities, rights, options, stock voting securities of Parent or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub its subsidiaries or obligating Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there There are no outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of ParentParent or its subsidiaries. There are no agreements, arrangements or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities commitments of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full character (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, by reason earnings or financial performance of any contract to register the offer and sale Parent or resale of any of their securities its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized share capital stock of Parent consists of 700,000,000 shares (i) an unlimited number of Parent Common Stock, Shares without par value and 200,000,000 (ii) an unlimited number of shares of preferred stock, stock without par value $0.001 per share (“Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Preferred StockShare Capital”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of the Measurement Date: (A) 451,285,910 Parent Common Stock Shares were issued and outstanding; (B) 989,332 Parent Common Shares underlying the Parent RSUs; (C) 17,082,489 Parent Common Shares underlying the Parent Options; (D) no Parent Preferred Shares were issued and outstanding; (E) 23,930,999 Parent Common Shares remained available for issuance pursuant to the Parent Equity Plan and (F) warrants to purchase 10,841,482 Parent Common Shares were issued and outstanding. (b) All outstanding Parent Common Shares are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding Parent Common Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”)all requirements set forth in applicable contracts. All issued and outstanding shares As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are no outstanding restricted stock, restricted stock units, phantom units or other equity-related awards, options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares are owned by Parent or by a wholly owned Subsidiary of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances Encumbrances, other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Permitted Encumbrances. Except as set forth in this Section 5.3 or in Section 5.3(d) 5.2, and except for changes since the Measurement Date resulting from the vesting of the Parent Disclosure Letter, with respect to RSUs or the Parent Stock Plan Options, in each case outstanding at such date (and the issuance of shares thereunder), or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreementstock grants or other awards granted in accordance with Section 6.2(b)(ii), there are outstanding: (A) no securitiesshares of Parent Share Capital, (B) no Voting Debt, (C) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Share Capital or Voting Debt and (D) no options, warrants, calls, rights (including preemptive rights), commitments, agreements, rights of first refusal, arrangements commitments or undertakings of any kind agreements to which Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary is a party or by which it is bound in any of them is bound, case obligating Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary to issue, deliver deliver, sell, purchase, redeem or sell or createacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or sold or createdacquired, additional shares of Parent Stock Share Capital or Merger Sub Interests any Voting Debt or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security voting securities of Parent, Merger Sub or obligating Parent or any Subsidiary of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of Other than the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this AgreementVoting Agreements, there are no outstanding contractual obligations not any stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent SubsidiariesShare Capital. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (i) 2,500,000,000 shares of Parent Common Stock, Stock and 200,000,000 (ii) 500,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20May 24, 2014, 128,897,431 2024: (A) 1,164,305,918 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) and no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding and (iii) 10,000,000 options to purchase 2,364,975 shares of Parent Common Stock were reserved for issuance under pursuant to Parent’s Employee 2023 Omnibus Stock and Director Long-Term Performance Incentive Plan Plan, as amended from time to time, and prior plans (the “Parent Stock PlanPlans”). ; and (C) there were outstanding other stock-settled equity-based awards (other than shares of restricted stock or other equity based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 7,778,183 shares of Parent Common Stock. (b) All issued and outstanding shares of the capital stock of Parent Common Stock have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable, assessable and all shares of are not subject to preemptive rights. The Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of pursuant to this Agreement, when issued, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled nonassessable and not subject to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no All outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. have been issued and granted in compliance in all material respects with (bi) All of applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Merger Sub Interests are owned byParent Stock Plans). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and have always been owned by, Parentother applicable Law and (B) all requirements set forth in applicable contracts. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each or other equity interests of the Subsidiaries of Parent Subsidiaries that is are owned by Parent, or a corporation direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in this Section 5.3(c) 5.2, and except for changes since May 24, 2024 resulting from the exercise of stock options outstanding at such date (and the Parent Disclosure Letterissuance of shares thereunder), Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory grants or other liens for Taxes or assessments which are not yet due or delinquent or employee awards granted from the validity close of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintainedbusiness on May 24, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating 2024 to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no securitiesVoting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments, agreements, rights of first refusal, arrangements commitments or undertakings of any kind agreements to which Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary is a party or by which it is bound in any of them is bound, case obligating Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary to issue, deliver deliver, sell, purchase, redeem or sell or createacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or sold or createdacquired, additional shares of Parent Stock capital stock or Merger Sub Interests any Voting Debt or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security voting securities of Parent, Merger Sub or obligating Parent or any Subsidiary of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitmentcommitment or agreement. There are not any stockholder agreements, agreement, right voting trusts or other agreements to which Parent or any of first refusal, arrangement its Subsidiaries is a party or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent’s publicly announced share repurchase program, as . No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or authorized capital stock of Parent, or equity interests in any Merger Sub consists of the other Parent Subsidiaries. (e) All dividends or other distributions on the 1,000 shares of Parent Stock common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced nonassessable and are not yet due and payable)owned by Parent. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and 200,000,000 outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “Parent Preferred Stock”). The Parent Common Stock and the , of which no shares of Parent Preferred Stock are referred to herein issued and outstanding as of the “Parent Stock.” At the close date of business on November 20this Agreement, 2014, 128,897,431 and no other shares of Parent Common Stock were issued and outstanding, (ii) zero (0) or shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”)on such date. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c5.2(b)(i) of the Parent Disclosure LetterLetter contains a correct and complete list as of October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plans, the “Parent Stock Plans”) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) under the Parent Stock Plans (each a “Parent Common Stock Unit”). From October 19, 2016 to the execution of this Agreement, Parent owns, directly or indirectly, all of the has not issued and outstanding capital stock and other ownership interests of each of the any Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding capital stock or other securities on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Subsidiary Options or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Common Stock Units. Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement5.2(b), as of the date of this Agreement, there are no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other that obligate Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent its Subsidiaries to issue or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire sell any shares of Parent Stock, capital stock or other equity securities of Parent or interests any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities of Parent, Merger Sub and no securities or obligations of Parent or any other Parent Subsidiaryof its Subsidiaries evidencing such rights are authorized, issued or outstanding. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” outstanding any bonds, debentures, notes or similar stockholder rights planother obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereofJanuary 31, 2001, the authorized capital stock of Parent consists consisted of 700,000,000 (A) 200,000,000 shares of Parent Common Stock, par value $1.00 per share, of which 110,751,976 shares were outstanding, (B) 8,800,000 shares of Preference Stock, par value $25 per share, of which no shares were outstanding and 200,000,000 7,750,000 shares of preferred stock, par value $0.001 50 per share (the “"Parent Preferred Stock”"), of which 1,806,543 shares are outstanding. The Parent Common Stock and From January 31, 2001 to the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close date of business on November 20this Agreement, 2014, 128,897,431 there have been no issuances of shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares the capital stock of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares or any other securities of Parent Common Stock were reserved for issuance other than issuances of shares pursuant to options or rights outstanding as of January 31, 2001 under the Benefit Plans of Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessablenonassessable, and all no class of capital stock is entitled to preemptive rights. There were outstanding as of January 31, 2001 no options, warrants or other rights to acquire capital stock from Parent other than the right to purchase up to 1,332,441 shares of Parent Common Stock Stock. No options or warrants or other rights to be acquire capital stock from Parent have been issued as or granted from January 31, 2001 to the Merger Consideration, when so issued in accordance with the terms date of this Agreement. The issuance by HoldCo of HoldCo Common Stock to the holders of Conectiv Stock pursuant to this Agreement has been duly authorized by all requisite corporate action of HoldCo and Parent and, upon such issuance, all such shares of HoldCo Common Stock will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(anonassessable. (ii) As of the Parent Disclosure Letterdate of this Agreement, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of stockholders may vote ("Parent Common Stock may voteVoting Debt") are issued or outstanding. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (ciii) All of the outstanding shares of capital stock of of, or other equity interests in, each of Parent's Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by Parent, free and clear of all Liens. To Parent's knowledge, all of the shares of capital stock or other equity interests which Parent Subsidiaries that is a corporation owns in all of its Joint Ventures, have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All such shares of capital stock of (or other ownership equity interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, owned directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiaryindirectly by Parent, free and clear of all encumbrances Liens (other than statutory any customary provisions contained in the applicable investment, shareholder, joint venture or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) similar agreements governing such Joint Venture). Except as otherwise set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement3.2(c), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries is a party party, or by which any of them is bound, obligating Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Parent or any of the other Parent its Subsidiaries or obligating Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Parent or equity interests in any of the other Parent its Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent Terra BDC consists of 700,000,000 500,000,000 Shares (as such term is defined in the Terra BDC Charter), consisting of 450,000,000 shares of Parent Terra BDC Common Stock, and 200,000,000 50,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Terra BDC Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20April 26, 20142022, 128,897,431 (i) 8,102,167 shares of Parent Terra BDC Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iiiii) 10,000,000 no shares of Parent Common Terra BDC Preferred Stock were reserved for issuance under Parent’s Employee issued and Director Long-Term Incentive Plan (the “Parent Stock Plan”)outstanding. All issued and of the outstanding shares of the capital stock of Parent Terra BDC are duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock to be issued as the Merger Consideration, when so were issued in accordance compliance with the terms of applicable securities Laws. Except as set forth in this AgreementSection 4.4, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of there is no other outstanding capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may voteTerra BDC. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Terra BDC Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Terra BDC Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Terra BDC Subsidiaries that which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent Terra BDC owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant SubsidiaryTerra BDC Subsidiaries, free and clear of all encumbrances Liens, other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintainedPermitted Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations free of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestspreemptive rights. (dc) Except as There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of Terra BDC or any Terra BDC Subsidiary (“Terra BDC Voting Debt”) issued and outstanding. As set forth in this Section 5.3 or in Section 5.3(d4.4(a) of the Parent Terra BDC Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securitiesoutstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, agreementsstock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusalrefusal or other similar rights, arrangements agreements, arrangements, undertakings or undertakings commitments of any kind to which Parent, Merger Sub Terra BDC or any other Parent Subsidiary of the Terra BDC Subsidiaries is a party or by which any of them is bound, bound obligating Parent, Merger Sub Terra BDC or any other Parent Subsidiary of the Terra BDC Subsidiaries to (i) issue, deliver transfer or sell or create, or cause to be issued, delivered transferred or sold or created, created any additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securities, rights, options, stock interests or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Terra BDC or any of the other Parent Subsidiaries Terra BDC Subsidiary or obligating Parentsecurities convertible into or exchangeable for such shares or equity interests, Merger Sub or any other Parent Subsidiary to (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, right of first refusalphantom stock, arrangement convertible securities or undertaking. Except as set forth in Section 5.3(dother similar rights, agreements, arrangements, undertakings or commitments or (iii) of the Parent Disclosure Letterredeem, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any such shares of Parent Stockcapital stock, Terra BDC Voting Debt or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiariesinterests. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 (i) 300,000,000 shares of Parent Common Stock, of which there were issued and 200,000,000 outstanding as of the close of business on the date hereof, 47,286,467 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock share, of which there were issued and the Parent Preferred Stock are referred to herein outstanding as the “Parent Stock.” At of the close of business on November 20the date hereof, 2014, 128,897,431 no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares other securities exercisable for or convertible into capital stock of Parent Preferred Stock were issued and that will be outstanding and (iii) 10,000,000 as of the date hereof. The shares of Parent Common Stock were reserved for issuance under Parent’s Employee comprising the Stock Consideration and Director Longthe Earn-Term Incentive Plan (the “Parent Stock Plan”). All Out Shares have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of the capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares are free of Parent Common Stock to be issued as any Liens other than any Liens created by or imposed upon the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issuedthereof, and are not entitled subject to preemptive rightsrights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an, or any, agreement to which Parent is a party or by which it is bound. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings Contracts of any kind character to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them it is bound, bound obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver transfer, deliver, sell, repurchase or sell or createredeem, or cause to be issued, delivered transferred, delivered, sold, repurchased or sold or createdredeemed, additional any shares of capital stock of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or Contract. There are no Contracts relating to voting, agreementpurchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, right between or among any of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other stockholders. Securities issued by Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Other Parties under Other Contribution Agreements will be Parent Common Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 370,100,000 shares of Parent Common Stock, Stock and 200,000,000 69,900,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock”). The ” and, together with the Parent Common Stock and the Parent Preferred Stock are referred to herein as Stock, the “Parent Stock.” ”). At the close of business on November 20September 6, 20142012, 128,897,431 (i) 133,452,878 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) 25,150,000 shares of Parent Preferred Stock were issued and outstanding outstanding, and (iii) 10,000,000 3,051,183 shares of Parent Common Stock were reserved for issuance under Parent’s Employee 2003 Incentive Award Plan and Director Long-Term Parent’s 2012 Incentive Award Plan (together, the “Parent Stock PlanPlans”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, by Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this AgreementPlans, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent SubsidiarySubsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Stock Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the authorized capital stock of the Parent consists of 700,000,000 (i) 100,000,000 shares of Parent Common Stock, (ii) 100,000,000 shares of Class B common stock, $0.001 par value (the “Parent Class B Common Stock”) and 200,000,000 (iii) 100,000,000 shares of preferred stock, $0.001 par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and As of the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20date hereof, 2014, 128,897,431 (A) (w) 2,500,000 shares of Parent Common Stock were are issued and outstanding, (iix) zero 24,000,000 shares of Parent Class B Common Stock are issued and outstanding, (0y) no shares of Parent Preferred Stock were are issued and outstanding outstanding, and (iiiz) 10,000,000 no other shares of capital stock are issued and outstanding, and (B) no shares of capital stock are held in treasury or owned by a Subsidiary of Parent. All of the Parent Class B Common Stock is held by RCAP Holdings, LLC, a Delaware limited liability company. All outstanding shares of Parent Common Stock and Parent Class B Common Stock were reserved for issuance under Parent’s Employee duly authorized and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All validly issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of All securities issued by Parent is entitled to preemptive rightshave been issued in compliance in all material respects with applicable Law. Except as disclosed in Section 5.3(a) As of the Parent Disclosure Letterdate hereof, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of 250,000 shares of Parent Common Stock may voteare reserved for issuance under equity plans adopted by Parent (excluding any such shares issuable upon exchange of operating subsidiary units held by RCAP Holdings, LLC (and cancellation of its corresponding shares of Parent Class B Common Stock)). (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure LetterSEC Documents and except for any obligations pursuant to this Agreement, the CVR Agreement or as set forth in subsection (a) above, (i) Parent owns, directly or indirectly, all does not have any shares of the issued and outstanding its capital stock issued, outstanding or reserved for issuance and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and (ii) there are no existing outstanding subscriptions, options, warrants, calls, subscriptionsconvertible or exchangeable securities, convertible securities phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other securitiessimilar rights, agreements, Contracts, undertakings or commitments or obligations of any character kind relating to the outstanding capital stock or other securities equity or voting interests of any Parent Subsidiary to which Parent is a party or which would require any otherwise obligating Parent Subsidiary to issue (A) issue, transfer or sell any shares of its capital stock, ownership stock or other equity or voting interests of Parent or securities convertible into or exchangeable for such shares of its capital stock or ownership equity or voting interests. , (dB) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such securitysubscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, commitment, agreement, right of first refusalContract, undertaking or arrangement or undertaking. (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests. (c) Parent has no Indebtedness or other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (d) Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, Letter or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this AgreementParent SEC Documents, there are no outstanding contractual obligations shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which Parent is a party or, to Parent’s knowledge, among any security holders of Parent with respect to securities of Parent, Merger Sub with respect to the voting or registration of the capital stock or other voting or equity interest of Parent or any other preemptive rights with respect thereto, and there are no outstanding obligations of Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, capital stock or other equity securities or voting interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the authorized capital stock shares of Parent Park consists of 700,000,000 shares of Parent 20,000,000 Park Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”)Shares. The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20September 30, 20141996, 128,897,431 shares of Parent 7,222,610 Park Common Stock Shares were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent 200,000 Park Common Stock Shares were reserved for issuance under Parent’s Employee upon the exercise of stock options, out of which 60,000 of such Park Common Shares are subject to currently outstanding stock options (which options reload at the time they are exercised), and Director Long-Term Incentive Plan 91,613 Park Common Shares were held by Park in its treasury or by its Subsidiaries (the “Parent Stock Plan”other than trust account shares or DPC shares). All outstanding Park Common Shares have been duly authorized and validly issued and outstanding shares are fully paid and non-assessable. The Park Common Shares to be issued pursuant to or as specifically contemplated by this Agreement (including without limitation as contemplated by Section 5.8 hereof) will be, if and when issued in accordance with the terms hereof or as contemplated hereby, and subject to approval by the shareholders of the capital stock Park of Parent are this Agreement, duly authorized, validly issued, fully paid and non-assessable, assessable and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled not subject to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (bii) All No Voting Debt of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes Park is issued or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may voteoutstanding. (ciii) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as As of the date of this Agreement, except for this Agreement and the Park National Corporation 1995 Incentive Stock Option Plan (the "Park Option Plan") or dividend reinvestment and stock purchase plan (such plans collectively, the "Park Stock Plans") and except as of disclosed to First-Knox xxxor to the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which Parent, Merger Sub Park or any other Parent Subsidiary of Park is a party or by which any of them it is bound, bound obligating Parent, Merger Sub Park or any other Parent Subsidiary of Park to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional capital shares or any Voting Debt of Parent Stock Park or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security Subsidiary of Parent, Merger Sub Park or obligating Park or any Subsidiary of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary Park to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) True and correct copies of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, Park Stock Plans as of in effect on the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary hereof have been provided to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent SubsidiariesFirst-Knox. (eiv) All Since September 30, 1996, Park has not (A) issued or permitted to be issued any capital shares, or securities exercisable for or convertible into capital shares, of Park or any of its Subsidiaries, other than pursuant to and as required by the terms of the Park Stock Plans (or in the ordinary course of business as permitted by such plans and consistent with past practice); or (B) declared, set aside, made or paid to the shareholders of Park dividends or other distributions on the outstanding capital shares of Parent Stock and any material Park, other than regular quarterly cash dividends or other distributions on any securities the Park Common Shares at a rate not in excess of any Parent Subsidiary which have been authorized or the regular quarterly cash dividends most recently declared by Park prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)of this Agreement. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. The authorized shares of capital stock of Parent and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, as of the date of this Agreement, are as provided in Section 3.2(c) of the Disclosure Letter. (ai) As of the date hereof, the authorized capital stock of Parent consists of 700,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except except as disclosed in Section 5.3(a3.2(c) of the Parent Disclosure Letter, there are no issued and outstanding bonds, debentures, notes or reserved for issuance: (A) shares or other indebtedness equity securities of Parent having the right to vote Parent; (or convertible into, or exchangeable for, securities having the right to voteB) on any matter on which holders of restricted shares of Parent Common Stock may voteor performance stock awards relating to the equity interests of Parent; (C) securities of Parent or any Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of Parent or of any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement. (bii) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of Parent are, and all shares reserved for issuance will be, upon issuance in accordance with the Parent Subsidiaries that is a corporation terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. (iii) All equity interests dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to the date of this Agreement have been paid in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital full, other than accrued dividends on outstanding preferred stock of Parent. (iv) Except for this Agreement or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth disclosed in Section 5.3(c3.2(c) of the Parent Disclosure Letter, Parent ownsthere are not any: (A) shareholder agreements, directly or indirectlyvoting trusts, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory proxies or other liens for Taxes agreements or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character understandings relating to the outstanding capital stock or other securities voting of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is a party or by which it is bound or (B) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend is a party or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. by which it is bound. (v) Except as set forth disclosed in Section 5.3(d3.2(c) of the Parent Disclosure Letter, no holder of securities in Parent or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which has any right to have been authorized the offering or declared prior to the date hereof have been paid in full (except to the extent sale of such dividends have been publicly announced and are not yet due and payable). (f) securities registered by Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligationSubsidiary, contingent or otherwise, by reason of any contract to register as the offer and sale or resale of any of their securities under the Securities Actcase may be.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 300,000,000 shares of the Parent Common Stock, Stock and 200,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20the Measurement Date, 2014, 128,897,431 (a) 105,113,103 shares of the Parent Common Stock were issued and outstanding, including 260,296 restricted shares, and (iib) zero (0) no shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”)or outstanding. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No no class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding except for (1) an aggregate of 552,361 shares of Parent Capital Stock reserved for issuance upon redemption of an aggregate of 552,361 Parent OP Common Units in Section 5.3(aaccordance with the current limited partnership agreement of Parent OP, and (2) assuming payout of the performance share units at target, an aggregate of 1,083,009 shares of Parent Disclosure Letter, there Capital Stock reserved for issuance upon settlement or redemption of any restricted share units or performance share units granted under Parent’s 2016 Long Term Incentive Plan. There are no outstanding bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of the Parent Common Stock Stock, the Parent OP Common Units or the general partnership interests in Parent OP may vote. vote (b) All “Voting Parent Debt”). As of the Merger Sub Interests are owned byMeasurement Date, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are there were no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptionsrights, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is was a party or by which any of them is bound, was bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole equity interest in, Parent or in part by the value of any equity security of Parent, Merger Sub Parent Subsidiary or any of the other Voting Parent Subsidiaries Debt or (ii) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, right of first refusal, arrangement commitment or undertaking. At the close of business on the Measurement Date, there are 105,665,564 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens and all Parent OP Common Units have been duly authorized and validly issued and are free of preemptive rights. The representations and warranties set forth in this Section 4.02 shall be qualified by the Parent Common Stock Offering as described in Section 6.10. (b) Except as set forth in above and as set forth on Section 5.3(d4.02(b) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date close of this Agreementbusiness on the Measurement Date, there were no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share units, contingent value rights, “phantom” stock or similar securities or rights that are no outstanding contractual obligations of Parentderivative of, Merger Sub or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Parent or any Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound with respect to repurchase, redeem or otherwise acquire the voting of any shares of capital stock of Parent Stockor any Parent Subsidiary, or other equity securities (iii) contractual obligations or interests commitments of Parent, Merger Sub any character to which Parent or any other Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of Parent or any Parent Subsidiary. Neither Parent, Merger Sub Parent nor any other Parent Subsidiary is a party has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or its capital stock of Parent, or other equity interests in any of the other Parent Subsidiariesinterests. (ec) Except as set forth on Section 4.02(c) of the Parent Disclosure Letter, all of the outstanding shares of capital stock or other equity interests of each Parent Subsidiary are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests other than transfer and other restrictions under applicable federal and state securities Laws. (d) All dividends or other distributions on the shares of Parent Common Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or and declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 30,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock, ”) and 200,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Previously Authorized Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At As of the close of business on November 2030, 20142006, 128,897,431 (i) 12,307,596 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) no shares of Previously Authorized Parent Preferred Stock were issued and outstanding and outstanding, (iii) 10,000,000 1,111,548 shares of Parent Common Stock were reserved for issuance pursuant to the Employee Stock Purchase Plan, the 1997 Stock Option Plan, the 2004 Non-qualified Stock Option Plan, and the 2005 Stock Option Employee Stock Purchase, Physician Stock Purchase and Stock Appreciation Rights Plan (such plans, collectively, the “Parent Stock Plans”) and (iv) 1,471,000 shares of Parent Common Stock were subject to outstanding options or other rights to purchase shares of Parent Common Stock granted under Parent’s Employee and Director Long-Term Incentive Plan the Parent Stock Plans (the “Parent Stock PlanOptions”). Except as set forth above, as of the close of business on November 30, 2006, no shares of capital stock of, or other equity or voting interests in, Parent or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. During the period November 30, 2006, to the date of this Agreement (A) there have been no issuances by Parent or any of its Subsidiaries of shares of capital stock of, or other equity or voting interests in, Parent other than issuances of shares of Parent Common Stock pursuant to the exercise of Parent Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement, and (B) there have been no issuances by Parent or any of its Subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, Parent. All issued and outstanding shares of Parent Common Stock are, and all shares that may be issued pursuant to the capital stock Parent Stock Plans or upon conversion of the Parent are Preferred Stock will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares not subject to preemptive rights. As of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms date of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent or any of its Subsidiaries, and, except as set forth above, no securities or other instruments or obligations of Parent or any of its Subsidiaries the value of which is in any way based upon or derived from any capital or voting stock of Parent, in each case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares stockholders of Parent Common Stock or any of its Subsidiaries may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly above or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, otherwise contemplated herein there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements contracts or undertakings agreements of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries is a party or by which Parent or any of them its Subsidiaries is bound, obligating Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, issued delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock of, or other equity securitiesor voting interests in, rightsor securities convertible into, optionsor exchangeable or exercisable for, shares of capital stock or unit appreciation rightsof, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole equity or in part by the value of any equity security of Parentvoting interests in, Merger Sub Parent or any of the other Parent its Subsidiaries or obligating Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, contract or agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any irrevocable proxies and no voting agreements (other than the Voting Agreement) to which Parent Subsidiary is a party with respect to repurchase, redeem or otherwise acquire any shares of Parent Stockthe capital stock of, or other equity securities or voting interests in, Parent or any of its Subsidiaries. The authorized limited liability membership interests of ParentNHC/OP Sub are duly authorized, Merger Sub or any other validly issued and held of record by NHC/OP. The partnership interests of NHC/OP are duly authorized and held of record by Parent Subsidiary. Neither Parentand NHC-Delaware, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.Inc.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 (i) 600,000,000 shares of Parent Common Stock, Stock and 200,000,000 (ii) 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20May 29, 2014, 128,897,431 (A) 294,353,748 shares of Parent Common Stock were issued and outstandingoutstanding (which includes 462,815 shares of restricted stock granted pursuant to the Parent Equity Plans), (iiB) zero 366 shares of Parent Common Stock were held by Parent in its treasury, (0C) no shares of Parent Preferred Stock were issued and outstanding, (D) 101,411 shares of Parent Common Stock were reserved for issuance in respect of outstanding restricted stock units granted and deferred units issued pursuant to the Parent Equity Plans, (iiiE) 10,000,000 3,133,956 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding options to purchase Parent Common Stock granted pursuant to the Parent Equity Plans, (F) 10,424,979 shares of Parent Common Stock were reserved for issuance pursuant to future grants or issuances under the Parent Equity Plans, (G) 24,099,658 shares of Parent Common Stock were reserved for issuance under Parent’s Employee the Ventas, Inc. Dividend, Reinvestment and Director Long-Term Incentive Plan Stock Purchase Plan, and (the “H) 2,075,679 shares of Parent Common Stock Plan”)were reserved for issuance to holders of NHP/PMB L.P. Class A Partnership Units upon redemption. All issued and of the outstanding shares of the capital stock of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Stock Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stockcommon stock of Parent, par value $0.001 0.0001 per share (the “Parent Common Stock”) and 1,000,000 shares of preferred stock of Parent, par value $0.0001 per share (“Parent Preferred Stock”). The Parent Common Stock and As of the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 date hereof: (A) 62,531,250 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) no shares of Parent Preferred Stock were issued and outstanding outstanding; (B) 50,025,000 warrants entitling the holder thereof to purchase one-half of a share of Parent Common Stock at an exercise price of $5.75 per half share of Parent Common Stock (“Parent Warrants”) were issued and outstanding, including 22,400,000 Private Placement Warrants; (iiiC) 10,000,000 no shares of Parent Common Stock were reserved for subject to issuance under Parent’s Employee upon exercise of outstanding options; and Director Long-Term Incentive Plan (D) no Voting Debt of Parent was issued and outstanding. No Parent Warrants are exercisable until the “Parent Stock Plan”)Closing. All issued and outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights. Schedule 3.4(b) of the Parent Disclosure Schedule lists, as of the date hereof, all outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any Parent Common Stock or other equity interests in Parent (collectively, “Parent Equity Interests”) or securities convertible into or exchangeable or exercisable for Parent Equity Interests (and (i) the exercise, conversion, purchase, exchange or other similar price thereof and (ii) whether such options, warrants or other rights are vested or unvested and the vesting schedule thereof) and, in each case (other than the Parent Warrants), the record holder thereof. All outstanding shares of capital stock of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, free and clear of all Encumbrances. Except as set forth in this Section 3.4(b), there are outstanding: (2) no Parent Equity Interests, Voting Debt or other voting securities of Parent; (3) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Equity Interests, Voting Debt or other voting securities of Parent or any Subsidiary of Parent, and (4) no options, warrants (other than the Parent Warrants), calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent 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 Voting Debt or other voting securities of Parent or of any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any Parent Equity Interests. (ii) Parent owns all of the outstanding limited liability company interests in Blocker Merger Sub, free and clear of all Encumbrances. Blocker Merger Sub owns all of the outstanding limited liability company interests in Company Merger Sub, free and clear of all Encumbrances. Except as set forth in the immediately preceding sentence, Parent has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person. (iii) Subject to approval of the Transaction Proposals, the Stock Consideration and Founder Share Consideration, when delivered to the holders of Company Units pursuant to this Agreement and the Transfer Letter, as applicable, shall be duly authorized, authorized and validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance compliance with the terms of this Agreement, will be duly authorized, validly issued, fully paid all applicable state and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, federal securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned bylaws and not subject to, and have always been owned bynot issued in violation of, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptionsrights (including preemptive rights), convertible securities or other securities, agreementsOrganizational Documents, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind agreements to which Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary is a party or by which any of them it is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 of: (i) 2,000,000,000 shares of Parent Common Stock, $0.001 par value, of which 566,512,760 shares have been issued and 200,000,000 are outstanding as of March 2, 2001; and (ii) 125,000,000 shares of preferred stockPreferred Stock, $0.001 par value $0.001 per share (share, of which no shares have been issued or are outstanding as of the “Parent Preferred Stock”)date of this Agreement. The Parent All of the outstanding shares of Parent's Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) As of the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close date of business on November 20, 2014, 128,897,431 this Agreement: (i) 18,987,717 shares of Parent Common Stock were issued are subject to issuance pursuant to outstanding options to purchase Common Stock under Parent's 1999 Stock Plan and outstanding, Amended and Restated 1999 Director Option Plan; and (ii) zero (0) 14,863,914 shares of Common Stock are reserved for future issuance under Parent's 1999 Employee Stock Purchase Plan (the "Parent Preferred Purchase Plan"). (Stock were issued options granted by Parent pursuant to Parent's stock option plans and stock options assumed by Parent pursuant to various corporate transactions collectively are referred to in this Agreement as "Parent Options"). Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has granted stock options that are currently outstanding and (iii) 10,000,000 the form of all stock option agreements evidencing such options. All shares of Parent Common Stock were reserved for subject to issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorizedas aforesaid, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with upon issuance on the terms of this Agreementand conditions specified in the instruments pursuant to which they are issuable, will would be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may votenonassessable. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorizedCommon Stock, validly issuedand all outstanding Parent Options, fully paid have been issued and nonassessable. All equity interests granted in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized compliance with (i) all applicable securities laws and validly issued. All shares of capital stock of other applicable Legal Requirements and (or other ownership interests inii) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as all requirements set forth in Section 5.3(capplicable Contracts. (d) Except for Parent Options, warrants disclosed in Parent SEC Reports that have not been subsequently cancelled and shares of the Parent Disclosure LetterCommon Stock reserved for issuance under Parent's 1999 Stock Plan, Amended and Restated 1999 Director Option Plan and Parent ownsPurchase Plan, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities warrants or other securitiesrights, agreements, arrangements or commitments or obligations of any character relating to the outstanding issued or unissued capital stock of Parent or other securities of any conditionally or absolutely obligating Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letterof, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securitiesinterests in, rights, options, stock Parent or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertakingits subsidiaries. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there There are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Common Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the The authorized capital stock of the Parent consists of 700,000,000 100,000,000 shares of Parent Common Stock, and 200,000,000 of which 51,836,000 shares were outstanding as of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 201, 20142005, 128,897,431 and 1,000,000 shares of preferred stock, $.001 par value per share, of which 255,000 shares have been designated Series A Preferred Stock and no shares of which are issued and outstanding. All of the outstanding shares of Parent Common Stock were issued have been duly authorized and outstandingare validly issued, (ii) zero (0) fully paid and nonassessable. Other than 7,454,000 shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under the Parent’s 1996 Incentive Stock Plan, 1997 Distributor Advisory Panel Stock Option Plan, 1997 Surgeon Advisory Panel Stock Option Plan, 2000 Non-Employee and Director Long-Term Incentive Stock Option Plan, 2004 Empi Stock Option Plan (the “Parent Stock PlanPlans”), the Parent has no shares of Parent Common Stock reserved for issuance. All issued and Each of the outstanding shares of the capital stock or other securities of Parent are each of the Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Parent or by a direct or indirect wholly-assessableowned Subsidiary of the Parent, free and clear of any Lien. 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 Parent to issue or sell any shares of capital stock or other securities of the Parent 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 Parent, and all no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreementthe Stock Plans, such shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable and free and clear of any Liens. No class or series of capital stock of The Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Parent having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Parent on any matter on which holders of shares of Parent Common Stock may votematter. (bii) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c5.2(b)(ii) of the Parent Disclosure LetterLetter sets forth (x) each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Parent’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded Parent ownsheld for investment by the Parent or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such Parent. The Parent does not own, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests interest in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, Person that requires an additional filing by reason of any contract to register the offer and sale or resale of any of their securities Company under the Securities HSR Act.

Capital Structure. (a) As of the date hereof, the The authorized share capital stock of Parent consists of 700,000,000 shares (i) an unlimited number of Parent Common StockShares and (ii) 10,000,000 preferred shares, and 200,000,000 shares of preferred stockwithout nominal or par value, par value $0.001 per share issuable in series (collectively, the “Parent Preferred StockShares” and, together with the Parent Common Shares, the “Parent Shares”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of the Measurement Date: (A) 544,930,072 Parent Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock Shares were issued and outstanding and (iiiB) 10,000,000 shares no Parent Preferred Shares were issued and outstanding. (b) At the close of business on the Measurement Date, (i) there were (a) 752,014 Parent Common Stock were reserved Shares subject to outstanding Parent Restricted Share Awards and (b) 7,281,279 Parent Common Shares subject to outstanding Parent Performance Share Awards, assuming maximum payout multipliers, and (ii) 12,674,050 Parent Common Shares remained available for issuance under pursuant to Parent’s Employee and Director Long-Term Share Award Incentive Plan (the “Parent Stock Equity Plan”). All . (c) Except as set forth in this Section 5.2 or as issued and in accordance with Section 6.2 or upon vesting of equity awards outstanding shares as of the capital stock Measurement Date or issued in accordance with Section 6.2, there are outstanding: (1) no Parent Shares or any Voting Debt or other voting or equity securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Shares, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional Parent Shares or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. (d) All outstanding Parent Shares have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable, assessable and all shares of are not subject to preemptive rights. The Parent Common Stock Shares to be issued as the Merger Considerationpursuant to this Agreement, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and not subject to preemptive rights. All outstanding Parent Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law, (ii) the Organizational Documents of Parent and (iii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). The Parent Common Shares to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law, (B) the Organizational Documents of Parent and (C) all requirements set forth in applicable Contracts. All outstanding shares in the share capital of, or other equity interests, in the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and non-assessable. No class nonassessable and all such shares or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed equity ownership interests are set forth in Section 5.3(a) Schedule 5.2 of the Parent Disclosure Letter. There are not any shareholder agreements, there are no outstanding bonds, debentures, notes voting trusts or other indebtedness agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares or other equity interest of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock may voteShares or any other Parent Shares. (be) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as As of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other neither Parent Subsidiary is a party or by which nor any of them is boundits Subsidiaries has any (i) interests in a material joint venture or, obligating Parentdirectly or indirectly, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests equity securities or other similar equity securitiesinterests in any Person or (ii) obligations, rightswhether contingent or otherwise, optionsto consummate any material additional investment in any Person, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or in each case other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent than with respect to its Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(dand its joint ventures listed on Schedule 5.2(e) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) As of the Parent Disclosure LetterClosing, neither 100% of the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, equity interests of Merger Sub are indirectly owned by reason of any contract to register the offer and sale or resale of any of their securities under the Securities ActXxxxxx.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 199,000,000 shares of Parent Common Stock, Stock and 200,000,000 1,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At As of the close of business on November 20June 7, 20142010, 128,897,431 (i) 146,517,252 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) zero (0) no shares of Parent Preferred Common Stock were issued and outstanding and held in the treasury of Parent or by Subsidiaries of Parent; (iii) 10,000,000 3,114,419 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “pursuant to outstanding Parent Stock Options; (iv) 3,576,341 shares of Parent Common Stock were reserved for issuance pursuant to outstanding Parent Stock Units; (v) no shares of Parent Preferred Stock were issued and outstanding; (vi) no shares of Parent Preferred Stock were reserved and available for issuance pursuant to any Parent Stock Plans; and (vii) a maximum of 194,655 shares of Parent Common Stock are reserved for issuance under the Parent Stock Purchase Plan”). Between June 7, 2010 and the date of this Agreement, except as set forth above in this Section 2.2(a) and except for the issuance of shares of Parent Common Stock pursuant to the Parent Stock Plans and the Parent Stock Purchase Plan, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All issued and outstanding of the shares of Parent Common Stock issuable upon conversion of Company Common Stock at the capital stock of Parent are Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares free of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of for awards granted under the Parent Disclosure LetterStock Plans and the Parent Stock Purchase Plan and for the Relationship Agreement, there are no outstanding bonds, debentures, notes options to purchase or other indebtedness of Parent having the right rights to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of otherwise acquire shares of Parent Common Stock. Each share of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are pursuant to the Parent Stock Plans and the Parent Stock Purchase Plan has been duly authorized and, upon issuance if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessablenonassessable and free of preemptive rights. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as As of the date of this Agreement, except for (x) this Agreement and the Relationship Agreement, (y) as of contemplated by the date of Framework Agreement and (z) as set forth above in this AgreementSection 2.2(a), there are no securities, outstanding options, warrants, subscriptions, calls, rights, commitmentsputs, agreements, rights of first refusal, arrangements convertible securities or undertakings of any kind other similar Contracts to which Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries is a party or by which any of them is bound, bound obligating Parent, Merger Sub Parent or any other Parent Subsidiary of its Subsidiaries to (A) issue, deliver transfer, deliver, sell, redeem or sell or createotherwise acquire, or cause to be issued, delivered transferred, delivered, sold, redeemed or sold or createdotherwise acquired, any additional shares of Parent Stock or Merger Sub Interests capital stock (or other voting securities or equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value equivalents) of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Parent or any of the other Parent Subsidiaries or obligating Parentits Subsidiaries, Merger Sub or any other Parent Subsidiary to issue, (B) grant, extend or enter into any such security, option, warrant, subscription, call, right, commitmentput, agreementconvertible security or other similar Contract or (C) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. Except for the Relationship Agreement, the Voting Agreement, the Parent Voting Undertakings and as contemplated by the Framework Agreement, there are no Contracts to which Parent, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of Parent or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of Parent is duly authorized, validly issued, fully paid and nonassessable and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by Parent or another Subsidiary of Parent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, arrangement or undertakinglimitations on voting rights, charges and other encumbrances of any nature whatsoever. Except Exhibit 21.1 to Parent’s Annual Report on Form 10-K for the year ended May 31, 2009, as filed with the Securities and Exchange Commission (the “SEC”), constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth in therein by the regulations of the SEC as of the date thereof. (c) Section 5.3(d2.2(c) of the Parent Disclosure Letter, Letter sets forth a list as of the date of this Agreement of all Subsidiaries and material Joint Ventures of Parent and the jurisdiction in which such Subsidiary or pursuant to material Joint Venture is organized. Section 2.2(c) of the Parent’s publicly announced share repurchase program, Parent Disclosure Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by Parent in each such material Joint Venture. As of the date of this Agreement, there are Parent has no outstanding contractual obligations of Parentobligation to make any capital contributions, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stockprovide assets or cash, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)Joint Venture. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (i) 225,000,000 shares of Parent Common Stock, Stock and 200,000,000 (ii) 25,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 the Measurement Date: (A) 31,496,842 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) the shares of Parent Common Stock issued and outstanding include 484,088 shares of Parent Common Stock underlying the Parent RSUs, 185,588 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 68,816 shares of Parent Common Stock underlying options granted pursuant to the Parent’s 2017 Long-Term Incentive Plan, as amended from time to time (iiithe “Parent Equity Plan”); (C) 10,000,000 852,234 shares of Parent Common Stock were reserved for issuance under Parent’s Employee pursuant to the Parent Equity Plan; and Director Long-Term Incentive Plan (the “D) 42,000 shares of Parent Series A Junior Participating Preferred Stock Plan”). were reserved for issuance upon exercise of Parent Rights. (b) All issued and outstanding shares of the capital stock of Parent Capital Stock have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable, assessable and all shares of are not subject to preemptive rights. The Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of pursuant to this Agreement, when issued, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled nonassessable and not subject to preemptive rights. Except as disclosed All outstanding shares of Parent Capital Stock have been issued and granted in Section 5.3(acompliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable Contracts. As of the Parent Disclosure Letterclose of business on the Measurement Date, except as set forth in this Section 5.2, there are no outstanding bondsoptions, debentures, notes warrants or other indebtedness rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent having the right to vote (or securities convertible into, into or exchangeable for, securities having the right to vote) on any matter on which holders of shares or exercisable for capital stock of Parent Common Stock may vote. (b) All of and the Merger Sub Interests are owned byexercise, and have always been owned byconversion, Parentpurchase, exchange or other similar price thereof). All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each or other equity interests of the Subsidiaries of Parent Subsidiaries that is are owned by Parent, or a corporation direct or indirect wholly owned Subsidiary of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in this Section 5.3(c) 5.2, and except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date (and the issuance of shares of Parent Disclosure LetterCommon Stock thereunder, Parent ownswhich were reserved for issuance as set forth in Section 5.2(a)), directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory grants or other liens awards granted in accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Taxes shares of Parent Capital Stock, Voting Debt or assessments which are not yet due or delinquent or the validity other voting securities of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintainedParent, and there are (3) no existing options, warrants, subscriptions, calls, subscriptions, convertible securities or other securities, agreementsrights (including preemptive and appreciation rights), commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind agreements to which Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary is a party or by which it is bound in any of them is bound, case obligating Parent, Merger Sub Parent or any other Subsidiary of Parent Subsidiary to issue, deliver deliver, sell, purchase, redeem or sell or createacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or sold or createdacquired, additional shares of Parent Capital Stock or Merger Sub Interests any Voting Debt or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security voting securities of Parent, Merger Sub or obligating Parent or any Subsidiary of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitmentcommitment or agreement. There are not any stockholder agreements, agreementvoting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, right neither Parent nor any of first refusalits Subsidiaries has any (x) interests in a material joint venture or, arrangement directly or undertakingindirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b) of the Parent Disclosure Letter. Except as As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent. (c) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Parent are owned by Parent, directly or indirectly, all such shares or equity ownership interests are set forth in Section 5.3(dSchedule 5.2(c) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as and all of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any such shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity ownership interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock are duly authorized and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced validly issued and are not yet due fully paid, nonassessable and payable)free of preemptive rights. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 300,000,000 shares of Parent Common Stock, Stock and 200,000,000 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “Parent Preferred Stock”). The ” and, together with the Parent Common Stock and the Parent Preferred Stock are referred to herein as Stock, the “Parent Stock.” ”). At the close of business on November 20February 24, 20142011, 128,897,431 (i) 162,920,669 shares of Parent Common Stock were issued and outstanding, (ii) zero 50,966 shares of Parent Common Stock were held by Parent in its treasury, (0iii) no shares of Parent Preferred Stock were issued and outstanding and outstanding, (iiiiv) 10,000,000 24,172,074 shares of Parent Common Stock were reserved for issuance under Parent’s Employee Distribution Reinvestment and Director Long-Term Incentive Plan Stock Purchase Plan, 5,257,637 shares of Parent Common Stock were reserved for future issuance or grant under the Parent Benefit Plans, 1,987,878 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding options, and 71,848 shares of Parent Common Stock were reserved for conversion or settlement of outstanding stock units under the Parent Benefit Plans, (v) 1,819,582 shares of Parent Common Stock were reserved for issuance upon conversion of Parent’s convertible senior notes due 2011, and (vi) 24,958,543 shares of Parent Common Stock were reserved for issuance pursuant to the “Parent Stock Plan”)Atria Agreement. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger ConsiderationConsideration or as Stock Award Payments, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All At the close of business on February 24, 2011, all of the Merger Sub Interests are were owned by, and have always been owned by, by Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement5.3, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock securities or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent SubsidiarySubsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or or, to the knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 240,000,000 shares of Parent Common Stock, and 200,000,000 545,454 shares of preferred stockSeries A Convertible Preferred Stock, par value $0.001 0.01 per share (the “Series A Preferred Stock”), and 283,018 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20December 14, 20142012, 128,897,431 (i) 11,157,643 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) 545,454 shares of Parent Series A Preferred Stock were issued and outstanding and outstanding, (iii) 10,000,000 283,018 shares of Series B Preferred Stock were issued and outstanding, (iv) 1,096,400 shares of Parent Common Stock were reserved for issuance under Parent’s Employee Equity Plan and Parent’s Non-Executive Director Long-Term Incentive Stock Plan (together, the “Parent Stock PlanPlans”), and (v) 886,376 Parent OP Units were issued and outstanding. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. All Parent OP Units to be issued as the Partnership Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized and validly issued. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this AgreementPlans, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent SubsidiarySubsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Stock Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent Provident consists of 700,000,000 150,000,000 shares of Parent Provident Common Stock, Stock and 200,000,000 25,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “Parent Preferred Stock”)share. The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 2017, 20141998, 128,897,431 (i) 135,406,403 shares of Parent Provident Common Stock were issued and outstanding, (ii) zero (0) no shares of Parent Preferred Stock preferred stock were issued and outstanding and (iiiii) 10,000,000 294,151 shares of Parent Provident Common Stock were held by Provident in its treasury. As of November 17, 1998, collectively, 6,983,551 shares of Provident Common Stock were subject to options ("Provident Stock Options") granted under the Stock Plan of 1994, Stock Option Plan of 1989, Employee Stock Option Plan of 1998, Non-Employee Director Compensation Plan of 1998 and Amended and Restated Annual Management Incentive Compensation Plan of 1994 (collectively, the "Provident Stock Plans"). As of November 17, 1998, there were 9,278,780 shares of Provident Common Stock reserved for issuance under Parent’s Employee the Provident Stock Plans. Except as set forth above, at the close of business on November 17, 1998, no shares of capital stock or other voting securities of Provident were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Provident Stock Options) to receive shares of Provident Common Stock on a deferred basis granted under the Provident Stock Plans or otherwise. Schedule 3.01(c) of the Provident Disclosure Schedule sets forth a true and Director Long-Term Incentive Plan (complete list, as of November 17, 1998, of all Provident Stock Options, the “Parent Stock Plan”)number of shares subject to each such option, the grant dates and the exercise prices thereof. All issued and outstanding shares of the capital stock of Parent are Provident are, and all shares which may be issued pursuant to this Agreement or the Provident Stock Plans will be, when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares not subject to preemptive rights. As of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms date of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent Provident having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders stockholders of shares of Parent Common Stock Provident may vote. (b) All of the Merger Sub Interests vote are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes issued or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableoutstanding. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementabove, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Provident or any other Parent Subsidiary of its subsidiaries is a party or by which any of them is bound, bound obligating Parent, Merger Sub Provident or any other Parent Subsidiary of its subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Provident or any of the other Parent Subsidiaries its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of Provident or any of its subsidiaries or obligating Parent, Merger Sub Provident or any other Parent Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there There are no outstanding contractual obligations of Parent, Merger Sub Provident or any other Parent Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Provident or equity interests in any of the other Parent Subsidiaries. (e) All dividends its subsidiaries. There are no outstanding contractual obligations of Provident to vote or other distributions on the to dispose of any shares of Parent Stock and any material dividends or other distributions on any securities the capital stock of any Parent Subsidiary which have been authorized of its subsidiaries. To the knowledge of Provident, each individual or declared entity executing the Stockholders Agreement contemporaneously with or prior to the date execution and delivery hereof have been paid in full (except is the record owner of, or is a trustee of a trust that is the record holder of, a number of shares of Provident Common Stock which is equal to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as number of shares of Provident Common Stock set forth in Section 5.3(g) of opposite such individual's or entity's name on Schedule A to the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities ActStockholders Agreement.

Capital Structure. (a) As of the date hereofof this Agreement, the authorized share capital stock of Parent consists is (pound)125,000,000 divided into 1,250,000,000 Parent Ordinary Shares. As of 700,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20May 5, 20142000, 128,897,431 shares the issued share capital of Parent Common Stock were consisted of 778,578,881 Parent Ordinary Shares. All of the outstanding Parent Ordinary Shares are, and all of the Parent Ordinary Shares to be issued pursuant to the Merger are, or will be when issued, duly authorized and validly issued and outstandingfully paid or credited as fully paid. As of the date of this Agreement, Parent has no Parent Ordinary Shares reserved for or otherwise subject to issuance, except (i) no more than 30,000,000 Parent Ordinary Shares subject to issuance pursuant to outstanding options to purchase Parent Ordinary Shares and (ii) zero (0) shares a number of Parent Preferred Stock were issued Ordinary Shares with a value upon issuance equivalent to no more than $100 million, in the aggregate, which are issuable pursuant to "earn-out" provisions of acquisition and similar agreements previously entered by Parent and/or its Subsidiaries. As of the date of this Agreement, except as set forth above, Parent does not have outstanding and any bonds, debentures, notes or other obligations the holders of which have the right to vote (iiior which are convertible into or exercisable for securities having the right to vote) 10,000,000 shares with the shareholders of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan on any matter. (b) Each of the “Parent Stock Plan”). All issued and outstanding shares of the capital stock or other ownership interests of Parent are each of Parent's Subsidiaries that constitute a Significant Subsidiary is duly authorized, validly issued, fully paid and non-assessablenonassessable and owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, in each case free and all shares clear of Parent Common Stock to be issued as the Merger Considerationany material lien, when so issued in accordance with the terms of this Agreementpledge, will be duly authorizedsecurity interest, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes claim or other indebtedness of Parent having the right to vote (or convertible intoencumbrance, or exchangeable for, securities having the right to vote) except as would not have a Material Adverse Effect on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement2.2.2(a), as of the date of this Agreement, there are no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other obligate Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the its Material Subsidiaries to issue or sell any shares of capital stock or other securities of Parent or any of its Material Subsidiaries or obligating Parentany securities or obligations convertible or exchangeable into or exercisable for, Merger Sub or giving any Person a right to subscribe for or acquire from Parent or any other of its Material Subsidiaries, any securities of Parent Subsidiary to issueor any of its Material Subsidiaries, grantand no securities or obligations evidencing any rights are authorized, extend issued or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertakingoutstanding. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program2.2.2(a), as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” outstanding any bonds, debentures, notes or similar stockholder rights planother obligations the holders of which have the right to vote (or which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the shareholders of Parent on any matter. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the authorized capital stock of Parent consists of 700,000,000 120,000,000 shares of Parent Common Stock, Stock and 200,000,000 5,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “Parent Preferred Stock”"PARENT PREFERRED STOCK"). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20July 3, 20142003, 128,897,431 (A) 29,550,371 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) outstanding and no shares of Parent Preferred Stock were issued and outstanding and or outstanding; (iiiB) 10,000,000 780,663 shares of Parent Common Stock were reserved for issuance by Parent pursuant to options or stock awards granted under Parent’s Employee 's stock plans, (C) 2,007,864 shares of Parent Common Stock were reserved for issuance pursuant to options or stock awards not yet granted under Parent's stock plans, (D) no shares of Parent Common Stock were reserved for issuance pursuant to outstanding warrants, and Director Long-Term Incentive Plan (E) 2,359,148 shares of Parent Common Stock were held by Parent in its treasury. Parent has no outstanding SARs. The Parent Common Stock is listed on the “Nasdaq National Market. Except as set forth above, no shares of capital stock or other equity or voting securities of Parent Stock Plan”)are reserved for issuance or are outstanding. All issued and outstanding shares of the capital stock of Parent are duly authorizedare, and all such shares of the Parent Common Stock issuable upon the exercise of stock options or stock awards will be when issued thereunder, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled not subject to preemptive rights. Except as disclosed in Section 5.3(a) of No capital stock has been issued by Parent since the Parent Disclosure LetterBalance Sheet Date (as defined in SECTION 3.2(g)), there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of than Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled issued pursuant to preemptive rights. There are no options outstanding bonds, debentures, notes on or other indebtedness of Merger Sub having the right prior to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests such date in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableaccordance with their terms at such date. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementoptions described above described above, as of the date of this Agreement, hereof there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other of the Parent Subsidiary Subsidiaries is a party party, or by which any of them is bound, obligating Parent, Merger Sub Parent or any other of the Parent Subsidiary Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional any shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesor voting securities of, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole ownership interests in, Parent or in part by the value of any equity security of Parent, Merger Sub the Parent Subsidiaries or obligating Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, There are not as of the date of this AgreementAgreement and there will not be at the Effective Time any stockholder agreements, there are no outstanding contractual obligations voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (eii) All dividends or other distributions on the The shares of Parent Common Stock issued as part of the Merger Consideration will, when issued, be duly authorized, validly issued, fully paid and nonassessable shares of Parent Common Stock, and not subject to any material dividends preemptive rights created by statute, the Parent Charter Documents, or other distributions on any agreement to which Parent is a party or is bound, and will, when issued, be registered under the Securities Act and the Exchange Act and registered or qualified (or exempt from registration and qualification requirements) under all applicable state "Blue Sky" securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)laws. (fiii) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) As of the Parent Disclosure Letterdate hereof, neither all of the Parent nor any Parent Subsidiary is under any obligationissued and outstanding membership interests of Sub are owned by Parent. Sub was formed solely for the purpose of participating in the Merger, contingent or otherwisehas no assets and has conducted no activities to date, by reason of any contract to register other than in connection with the offer and sale or resale of any of their securities under the Securities ActMerger.

Capital Structure. (a) The authorized capital stock of PSB consists of 4,000,000 shares of PSB Common Stock. As of the date hereofof this Agreement, the authorized capital stock of Parent consists of 700,000,000 (i) there are 1,523,404 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent PSB Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) there are 75,700 shares of Parent Preferred PSB Common Stock were issued that are issuable and outstanding reserved for issuance upon the exercise of PSB Options, and (iii) 10,000,000 no shares of Parent PSB Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan held by PSB or any of its Subsidiaries (the exclusive of any shares acquired in respect of debts previously contracted (any such shares being referred to herein as “Parent Stock PlanDPC shares”) or in a fiduciary capacity). All of the issued and outstanding shares of the capital stock of Parent PSB Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and non-assessableassessable and the issuance of such shares was not subject to any preemptive or similar rights. PSB has disclosed to Summit all known creditors, and all shares of Parent Common Stock to be whether contingent or otherwise. (b) Neither PSB nor any PSB Subsidiary has issued as the Merger Considerationany bonds, when so issued in accordance with the terms of this Agreementdebentures, will be duly authorizednotes, validly issued, fully paid and non-assessabletrust preferred securities or other similar obligations that are outstanding. No class Voting Debt of PSB or series of capital stock of Parent any PSB Subsidiary is entitled to preemptive rightsissued or outstanding. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no All outstanding bonds, debentures, notes notes, trust preferred securities or other indebtedness similar obligations of Parent having the right to vote (PSB or convertible into, any of its Subsidiaries were issued in compliance in all material respects with all Applicable Legal Requirements. No PSB Subsidiary has issued securities held by any entity other than PSB or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may votea PSB Subsidiary. (c) All of Except for this Agreement and the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorizedPSB Options, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreementsrights, commitments or obligations agreements of any character relating to the outstanding which PSB or any Subsidiary of PSB is a party or by which it or any such Subsidiary is bound obligating PSB or any Subsidiary of PSB to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities any Voting Debt or stock appreciation rights of PSB or of any Parent Subsidiary of PSB or which would require obligating PSB or any Parent Subsidiary of PSB to issue grant, extend or sell enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of PSB or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of PSB or any of its capital stock, ownership interests Subsidiaries or securities convertible into (ii) pursuant to which PSB or exchangeable for any of its Subsidiaries is or could be required to register shares of its capital stock PSB Common Stock or ownership interestsother securities under the Securities Act of 1933, as amended. (d) Except as set forth in this Section 5.3 or in Section 5.3(dPSB Disclosure Schedule 3.2(d), since December 31, 2021, PSB has not: (i) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of issued any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, optionscapital stock, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value securities exercisable or exchangeable for or convertible into shares of which is determined in whole or in part by the value capital stock of any equity security of Parent, Merger Sub PSB or any of the other Parent Subsidiaries or obligating Parentits Subsidiaries; (ii) repurchased, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem redeemed or otherwise acquire acquired, directly or indirectly through one or more PSB Subsidiaries, any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, PSB or equity interests in any of its Subsidiaries (other than the other Parent Subsidiaries. acquisition of DPC shares in the ordinary course of business consistent with past practice); or (eiii) All declared, set aside, made or paid to the shareholders of PSB dividends or other distributions on the outstanding shares of Parent capital stock of PSB. There are no restrictions applicable to the payment of dividends on the shares of PSB Common Stock except pursuant to applicable laws, and any material all dividends declared before the date of this Agreement have been paid. (e) There are no shareholder agreements, voting agreements, proxies, voting trusts or other distributions on any securities agreements or commitments with or among one or more of such holders with respect to the voting, disposition or other incidents of ownership of any Parent Subsidiary which have been authorized shares of PSB Common Stock, including any agreement that provides for preemptive rights or declared prior imposes any limitation or restriction on PSB Common Stock, including any restriction on the right of a holder of shares of PSB Common Stock to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)vote, sell or otherwise dispose of any PSB Common Stock. (f) Parent does not have a “poison pill” Neither PSB nor any of its Subsidiaries owns, controls or similar stockholder rights plan. holds for its own account any capital stock or voting securities (g) Except as set forth in Section 5.3(gincluding derivative securities) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent Summit or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Actits Subsidiaries.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 1,500,000,000 shares of Parent Common Stock, Stock and 200,000,000 10,000,000 shares of preferred stock, par value $0.001 per share (the “"Parent Preferred Stock”"). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20September 30, 20142003, 128,897,431 (i) 589,645,080 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) no shares of Parent Preferred Common Stock were issued and outstanding and held by Parent in its treasury, (iii) 10,000,000 137,986,873 shares of Parent Common Stock were reserved for issuance under Parent’s pursuant to the 2002 Stock Incentive Plan, as amended, the 1987 Supplemental Stock Option Plan and the 1993 Qualified Employee and Director Long-Term Incentive Plan Stock Purchase Plan, as amended (collectively, the “"Parent Stock Plan”Plans") (of which 85,925,216 shares of Parent Common Stock were subject to outstanding options to purchase shares of Parent Common Stock granted under the Parent Stock Plans ) and (iv) no shares of Parent Preferred Stock were issued or outstanding. Except as set forth above in this Section 4.02(a), at the close of business on September 30, 2003, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of Parent are are, and all shares which may be issued (including shares of Parent Common Stock to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled not subject to preemptive rights. Except as disclosed set forth above in this Section 5.3(a) of the Parent Disclosure Letter4.02(a), there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares stockholders of Parent Common Stock may vote. (b) The authorized equity interests of Merger Sub consists of 100 membership interests ("Merger Sub Interests"). All of the issued and outstanding Merger Sub Interests are owned by, and have always been owned by, by Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are does not entitled to preemptive rights. There are no have issued or outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, subscriptions, calls, subscriptionsrights, convertible securities or other securities, agreements, agreements or commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, obligating Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver transfer or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of to any person, other than Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 shares (i) 500,000,000 Parent Shares, of which 108,596,551 Parent Common Stock, Shares were issued and 200,000,000 shares outstanding as of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20December 16, 2014, 128,897,431 shares of Parent Common Stock were issued 2020 (the “Measurement Date”) and outstanding, (ii) zero (0) shares 20,000,000 preferred shares, par value $0.0001 per share, of Parent Preferred Stock were which none are issued and outstanding as of the date hereof. All of the issued and (iii) 10,000,000 shares outstanding Parent Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the Measurement Date, Parent Common Stock were reserved for issuance had outstanding under the Parent’s Employee and Director Long-Term 2015 Equity Incentive Plan (as amended, the “Parent Stock Plan”) options to purchase a total of 3,648,010 Parent Shares (the “Parent Options”), with a weighted average exercise price per Parent Share of $11.57, and restricted stock units in respect of a total of 470,092 Parent Shares (“Parent RSUs”). All issued Except as set forth above or as otherwise permitted under Section 7.1(b) of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any Parent Shares or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, Parent Shares. From the Measurement Date to the date of this Agreement, no Parent Shares have been issued, other than pursuant to the vesting, settlement or exercise of Parent Options and Parent RSUs outstanding shares as of the capital stock Measurement Date under the Parent Stock Plan (collectively, “Parent Equity Awards”). (b) Upon any issuance of any Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued Shares in accordance with the terms of this Agreementthe Parent Stock Plan, such Parent Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable and free and clear of any Liens, other than restrictions under applicable securities Laws. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Parent having which have the right to vote (or convertible into, or exchangeable for, securities having with the right to vote) holders of Parent Shares on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rightsmatter. There are no outstanding bondsagreements which obligate Parent to repurchase, debentures, notes redeem or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on otherwise acquire any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock Shares or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other obligate Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement agreements relating to any Parent Shares or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations other securities of Parent, Merger Sub including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, call or rights of first refusal or similar rights. Parent is not a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Parent Shares or any other agreement relating to the disposition, voting or dividends with respect to any Parent Subsidiary to repurchaseShares. (c) Parent owns, redeem directly or otherwise acquire any indirectly, the shares of Parent Stockcapital stock of, or other equity or voting interests in, each of its Subsidiaries free and clear of any Liens, other than restrictions under applicable securities Laws. There are no outstanding options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any securities or interests obligations convertible or exchangeable into or exercisable for any securities of any Subsidiary of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity Except for its interests in any of the other Parent its Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) , Parent does not have a “poison pill” own, directly or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letterindirectly, neither the Parent nor any Parent Subsidiary is under any obligationcapital stock of, contingent or otherwise, by reason other equity interests of any contract to register the offer and sale or resale of nature in, any of their securities under the Securities ActPerson.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 200,000,000 shares of Parent Common Stock, Stock and 200,000,000 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock”)share. The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20February 5, 20142004, 128,897,431 (i) 65,086,471 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) no shares of Parent Preferred Common Stock were issued and outstanding held by Parent in its treasury and (iii) 10,000,000 7,617,524 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a "Parent Employee Stock Option") and [187,122] additional shares of Parent Common Stock were reserved for issuance under pursuant to stock option plans of Parent’s . Except as set forth above, at the close of business on February 5, 2004, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since February 5, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee and Director Long-Term Incentive Plan (Stock Options outstanding as of February 5, 2004. There are no outstanding stock appreciation rights linked to the “price of Parent Common Stock Plan”)that were not granted in tandem with a related Parent Employee Stock Option. All issued and outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the capital stock of Parent are Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock not subject to be issued as the Merger Consideration, when so or issued in accordance with violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the terms of this AgreementNRS, will be duly authorizedthe Parent Charter, validly issued, fully paid and nonthe Parent By-assessable. No class laws or series of capital stock of any Contract to which Parent is entitled to preemptive rightsa party or otherwise bound. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there There are no outstanding not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the "Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableDebt"). Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementabove, as of the date of this Agreement, there are no securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is a party or by which any of them is bound, bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parentinterest in, Merger Sub Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub Subsidiary or any other Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement, right of first refusalContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Common Stock. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Parent or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)Subsidiary. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 of: (a) 1,000,000,000 shares of Parent Common Stock, $0.01 par value (“Parent Common Stock”), and 200,000,000 (b) 20,000,000 shares of undesignated preferred stock, $0.01 par value $0.001 per share (the “Parent Preferred Stock”)value. The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20April 28, 2014, 128,897,431 2006: (i) 188,940,988 shares of Parent Common Stock were issued and outstandingoutstanding (excluding shares of Parent Common Stock held by Parent in its treasury), (ii) zero (0) no shares of Parent Preferred Common Stock were issued and outstanding and held by the Parent in its treasury, (iii) 10,000,000 an aggregate of 27,593,914 shares of Parent Common Stock were subject to outstanding options to purchase such stock under all equity incentive plans and like plans of Parent (collectively, the “Parent Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to the Parent Stock Option Plans are referred to in this Agreement as “Parent Stock Options”), (iv) an aggregate of 49,913,953 shares of Parent Common Stock were reserved for future issuance under Parent’s Employee and Director Long-Term Incentive Plan (pursuant to the “Parent Stock Plan”)Option Plans, and (v) no shares of Parent Preferred Stock were issued or outstanding. All issued and outstanding shares of the capital stock of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessableassessable and are not subject to preemptive rights created by statute, the Parent Charter and related documents, or any agreement to which Parent is a party or by which it is bound. Except as set forth above, as of April 28, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and all since April 28, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent except for shares of Parent Common Stock issued upon the exercise of Parent Stock Options outstanding as of April 26, 2006. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and granted under any Parent Stock Option Plans or otherwise. All outstanding shares of Parent Common Stock are, and all such shares that may be issued as prior to the Merger Consideration, when so issued in accordance with the terms of this Agreement, Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable. No class nonassessable and not subject to or series issued in violation of capital stock any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware (“DGCL”), Parent Charter, Parent Bylaws or any Contract to which Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes a party or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableotherwise bound. Except as set forth in Section 5.3(cabove and except for the special purchase rights (the “Parent Rights”) associated with Parent Common Stock pursuant to the Amended and Restated Preferred Shares Rights Agreement dated as of the August 6, 1999 between Parent Disclosure Letterand Computershare, Parent ownsInc. (as successor to Xxxxxx Trust and Savings Bank) as Rights Agent, directly or indirectlyas amended from time to time, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which there are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing any options, warrants, calls, subscriptionsrights, convertible securities or other exchangeable securities, agreements“phantom” stock rights, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital appreciation rights, stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is a party or by which any of them is bound, bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterest in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parentinterest in, Merger Sub Parent or any of the other Parent Subsidiaries or Subsidiary, (ii) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement, right of first refusalContract, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Parent’s publicly announced share repurchase program, as economic benefits and rights occurring to holders of Parent Common Stock. As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Parent or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)Subsidiary. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 100,000,000 shares of common stock, $0.001 par value (the "Parent Common Stock"), and 200,000,000 20,000,000 shares of preferred stock, par value $0.001 per share 0.001per share, of Parent (the “"Parent Authorized Preferred Stock”"). The Parent Common Stock and As of the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 date hereof: (i) 11,729,952 shares of Parent Common Stock were issued and outstanding, ; (ii) zero no (0) shares of Parent Preferred Common Stock were issued and outstanding and held by Parent in its treasury; (iii) 10,000,000 no (0) shares of Parent Common Stock were held by subsidiaries of Parent; (iv) approximately no (0) shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Longpursuant to the stock-Term Incentive Plan based plans identified in the Parent Disclosure Schedule (such plans, collectively, the “"Parent Stock Plan”Plans"). All issued and , of which approximately no (0) shares are subject to outstanding shares of employee stock options or other rights to purchase or receive Parent Common Stock granted under the capital stock of Parent are duly authorizedStock Plans (collectively, validly issued, fully paid and non-assessable, and all "Parent Employee Stock Options"); (v) up to 6,378,505 shares of Parent Common Stock are reserved for issuance pursuant to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid convertible securities; and non-assessable. No class or series of capital stock of Parent is entitled (vi) up to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of 9,000,000 shares of Parent Common Stock may vote. (b) All be issued pursuant to agreements of the Merger Sub Interests are owned byParent to issue warrants to various parties. Except as set forth in this Section, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There there are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to votei) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock or other securities (voting or otherwise) of each the Parent, (ii) securities of the Parent Subsidiaries that is a corporation are duly authorizedconvertible into or exchangeable for shares of capital stock or securities (voting or otherwise) of the Parent, validly issuedor (iii) options, fully paid and nonassessable. All equity interests in each warrants or other rights to acquire from the Parent, directly or indirectly, or obligations of the Parent Subsidiaries that is a partnership to issue, any capital stock or limited liability company are duly authorized and validly issuedsecurities (voting or otherwise), or any other securities convertible into or exchangeable for capital stock or securities of the Parent. All shares of capital stock of (or other ownership interests in) each Parent outstanding as of the Parent Subsidiaries that date hereof have been, and all shares thereof which may be issued upon exercise of outstanding options pursuant to this Agreement or exchange rights are otherwise will be, when issued, duly authorized andand validly issued and are fully paid and nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, upon issuance and all shares which shall be issued as part of the Merger Consideration will be validly be, when issued, fully paid and nonassessable. Except nonassessable and not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation as set forth in Section 5.3(camended by the Articles of Amendment (the “Parent’s Articles of Incorporation”) of or any agreement to which the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any the Parent may be bound. (b) Parent has a sufficient number of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional duly authorized but unissued shares of Parent Common Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights to issue the value maximum number of which is determined in whole or in part such shares contemplated by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date Article II of this Agreement, there are no outstanding contractual obligations of Parent, Agreement as the Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent SubsidiariesConsideration. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereofJuly 16, the authorized capital stock of Parent consists of 700,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share 2021 (the “Parent Capitalization Date”), the authorized shares of beneficial interest of Parent consist of 225,000,000 Parent Common Shares and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Parent Preferred StockShares”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20the Parent Capitalization Date, 2014, 128,897,431 shares of (i) 84,546,649 Parent Common Stock Shares were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of 5,374,248 Parent Common Stock Shares were reserved for issuance pursuant to the terms of outstanding options or equity or equity-based awards granted pursuant to the Parent Equity Incentive Plans, (iii) 1,278,650 Parent Common Shares were available for grant under Parent’s Employee the Parent Equity Incentive Plans, (iv) 2,455,853 Parent Common Shares were reserved for issuance upon redemption of outstanding Parent OP Units in accordance with the Parent LP Agreement, and Director Long-Term Incentive Plan (v) no Parent Preferred Shares were issued and outstanding. (b) Except as set forth in Section 5.3(b) of the “Parent Stock Plan”). All Disclosure Letter, all issued and outstanding shares of the capital stock beneficial interest of Parent are duly authorized, validly issued, fully paid and non-assessablenonassessable, and all shares no class of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent beneficial interest is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests Shares may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, all shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant SubsidiarySubsidiaries, free and clear of all encumbrances other than statutory or other liens Liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are being maintained, and there maintained on Parent’s financial statements in accordance with GAAP (if such reserves are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating required pursuant to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsGAAP). (d) Except as set forth in this Section 5.3 the Parent LP Agreement or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no outstanding subscriptions, securities, options, warrants, calls, rights, commitmentsprofits interests, agreementsstock appreciation rights, phantom stock, convertible securities, rights of first refusalrefusal or other similar rights, arrangements agreements, arrangements, undertakings or undertakings commitments of any kind to which Parent, Merger Sub Parent or any other of the Parent Subsidiary Subsidiaries is a party or by which any of them is bound, bound obligating Parent, Merger Sub Parent or any other of the Parent Subsidiary Subsidiaries to (i) issue, transfer, deliver or sell or create, or cause to be issued, transferred, delivered or sold or created, created any additional shares of Parent Stock or Merger Sub Interests beneficial interest or other equity securities, rights, options, stock interests or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionsecurities, warrantoptions, callwarrants, rightcalls, commitmentrights, agreementprofits interests, right stock appreciation rights, phantom stock, convertible securities, rights of first refusalrefusal or other similar rights, arrangement agreements, arrangements, undertakings or undertaking. Except as set forth in Section 5.3(dcommitments or (iii) of the Parent Disclosure Letterredeem, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any such shares of Parent Stock, beneficial interest or other equity securities or interests of Parent, Merger Sub or any other interests. (e) Neither Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Parent or equity interests in any of the other Parent Subsidiaries. (ef) Parent does not have a “poison pill” or similar shareholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the shares of Parent Stock Common Shares, the Parent Preferred Shares and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 80,000,000 shares of Parent Common Stock, of which 41,566,317 shares are issued and 200,000,000 outstanding as of February 26, 2007, and 3,000,000 shares of preferred stock, no par value $0.001 per share (share, of which no shares are issued and outstanding as of the “Parent Preferred Stock”)date hereof. The Parent Common Stock and the Parent Preferred Stock As of February 26, 2007, there are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 3,159,138 shares of Parent Common Stock were issued and outstandingsubject to outstanding options to acquire Parent Common Stock, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 1,847,484 shares of Parent Common Stock were reserved for issuance under Parent’s Employee deliverable pursuant to outstanding restricted stock units and Director Long-Term Incentive Plan no stock equivalent units linked to Parent Common Stock. Each share of Parent Common Stock is duly authorized, validly issued, fully paid and nonassessable. Parent has no Voting Debt. Except as set forth above or as expressly contemplated by this Agreement, as of February 26, 2007 there are no (i) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the “value of the Parent Common Stock Plan”). All issued and outstanding shares of or other rights, agreements or commitments relating to the capital stock of Parent or obligating Parent to issue or sell or otherwise transfer shares of capital stock of Parent or any securities convertible into or exchangeable for any shares of capital stock of Parent or any Voting Debt of Parent, (ii) outstanding obligations of Parent to repurchase, redeem or otherwise acquire shares of capital stock of Parent or (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of Parent (but only to Parent’s knowledge with respect to any such agreements to which Parent is not a party). (b) Section 5.3(b) of the Parent Disclosure Letter sets forth as of the date hereof a list of all Subsidiaries of Parent, including each such Subsidiary’s name, its jurisdiction of incorporation or organization and the percentage of its outstanding capital stock or equity interests owned by Parent or a Subsidiary of Parent (as applicable). The shares of outstanding capital stock of the Subsidiaries of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issuednonassessable, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes held of record and beneficially owned by Parent or other indebtedness a Subsidiary of Merger Sub having the right to vote Parent (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiaryapplicable), free and clear of all encumbrances any Encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity Permitted Encumbrances. There is no Voting Debt of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there any Subsidiary of Parent. There are no existing (i) outstanding obligations, options, warrants, callsconvertible securities, subscriptionsexchangeable securities, convertible securities or rights that are linked to the value of the Parent Common Stock or other securitiesrights, agreementsagreements or commitments, commitments or obligations of any character in each case, relating to the outstanding capital stock of the Subsidiaries of Parent or other securities of any obligating Parent Subsidiary or which would require any Parent Subsidiary its Subsidiaries to issue or sell any or otherwise transfer shares of its the capital stock, ownership interests stock of the Subsidiaries of Parent or any securities convertible into or exchangeable for any shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Subsidiaries of Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings any Voting Debt of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any (ii) outstanding obligations of the other Subsidiaries of Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stocktheir respective capital stock or (iii) voting trusts, stockholder agreements, proxies or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning in effect with respect to the voting (including voting trusts and proxies) or transfer of any Merger Sub Interests or shares of capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares Subsidiaries of Parent Stock and (but only to Parent’s knowledge with respect to any material dividends or other distributions on any securities of any such agreements to which Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are is not yet due and payablea party). (fc) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth Other than the Subsidiaries of Parent, there are no Persons in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of which any of their securities under the Securities ActParent or its Subsidiaries owns any equity, membership, partnership, joint venture or other similar interest.

Capital Structure. (a) As of the date hereofSeptember 29, 2009, the authorized capital stock of Parent consists consisted of 700,000,000 (i) 200,000,000 shares of Parent Common Stockcommon stock, par value $0.01 per share, of which 41,631,700 shares were outstanding and 328,508 shares were held in the treasury of Parent, and 200,000,000 (ii) 10,000,000 shares of Parent preferred stock, par value $0.001 0.01 per share (share, of which no shares were outstanding and no shares were held in the “Parent Preferred Stock”)treasury of Parent. The Parent Common Stock and the Parent Preferred Stock There are referred to herein as the “Parent Stock.” At the close no other classes of business on November 20, 2014, 128,897,431 shares capital stock of Parent Common Stock were issued and authorized or outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are, and when shares of Parent Common Stock are issued in connection with the Merger or pursuant to Section 1.8 and Section 1.9, such shares will be, duly authorized, validly issued, fully paid and non-assessableassessable and free of any preemptive rights. (b) Since June 30, and all 2009 to the date of this Agreement, there have been no issuances of shares of the capital stock or equity securities of Parent or any other securities of Parent other than issuances of shares of Parent Common Stock pursuant to be issued employee benefit, director or equity compensation plans, programs or arrangements sponsored or maintained by Parent or any of its Subsidiaries (the “Parent Benefit Plans”). There were outstanding as the Merger Considerationof June 30, when so issued in accordance with the terms of this Agreement2009 no options, will be duly authorizedwarrants, validly issuedcalls, fully paid and non-assessable. No class commitments, agreements, arrangements, undertakings or series of any other rights to acquire capital stock from Parent other than options, restricted stock and other rights to acquire capital stock from Parent under the Parent Benefit Plans. As of September 29, 2009, there were stock options outstanding representing the right to purchase 196,435 shares of Parent is entitled Common Stock under the Parent Benefit Plans, and stock-settled restricted stock units and stock appreciation rights outstanding that would entitle the holders to preemptive rights. Except as disclosed in Section 5.3(a) receive an aggregate of 156,243 shares of Parent Common Stock, based upon the closing price of the Parent Disclosure LetterCommon Stock on that day, there are no outstanding and assuming the full vesting of all of such stock-settled restricted stock units and stock appreciation rights. No options, warrants, calls, commitments, agreements, arrangements, undertakings or other rights to acquire capital stock from Parent have been issued or granted since June 30, 2009 to the date of this Agreement other than pursuant to the Parent Benefit Plans or the ordinary course of business in connection with employment offer letters. (c) No bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matter matters on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation may vote are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership issued or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsoutstanding. (d) Except as otherwise set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement4.2, as of the date of this Agreement, (i) there are no securitiesoutstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (1) required by the terms of the Parent Benefit Plans, (2) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with the exercise of Parent stock options, warrantsthe lapse of restrictions or settlement of awards granted pursuant to the Parent Benefit Plans, calls, rights, commitments, agreements, rights or (3) required by the terms of first refusalany plans, arrangements or undertakings of any kind to which Parent, Merger Sub agreements existing on the date hereof between the Parent or any other of its Subsidiaries and any director or employee of the Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit its Subsidiaries and (ii) there are no outstanding stock-appreciation rights, phantom security-based performance units, “phantom” stock or units, dividend equivalents or similar other security rights or other contractual rights the value of which is determined in whole agreements, arrangements or in part by the value commitments of any equity security character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the stock price performance of Parent, Merger Sub Parent or any of its Subsidiaries (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the other transactions contemplated hereby and with respect to awards granted under the Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Benefit Plans). (e) Except as set forth in Section 5.3(d4.2(e) of the Parent Disclosure Letter, or pursuant Letter and with respect to awards granted under the Parent’s publicly announced share repurchase programParent Benefit Plans, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub Parent or any other Parent Subsidiary to of its Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redeem redemption or otherwise acquire disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any shares of Parent Stock, Common Stock or other equity securities or interests of Parent, Merger Sub Equity Interests in Parent or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent its Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (i) no other shares of capital stock or similar stockholder voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub and (iii) no options or other rights planto acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. (g) Except as set forth in Section 5.3(gThe outstanding Equity Interests of Merger Sub II consist of a single membership interest which is, and at the Effective Time will be, owned by Parent, and there are (i) no other shares of the Parent Disclosure Lettercapital stock or voting securities of Merger Sub II, neither the Parent nor (ii) no securities of Merger Sub II convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub II and (iii) no options or other rights to acquire from Merger Sub II, and no obligations of Merger Sub II to issue, any Parent Subsidiary is under any obligationcapital stock, contingent voting securities or otherwise, by reason securities convertible into or exchangeable for capital stock or voting securities of any contract to register the offer and sale or resale of any of their securities under the Securities ActMerger Sub II.

Capital Structure. (a) As Parent’s authorized share capital and outstanding shares as of the date hereof, the authorized capital stock of Parent consists of 700,000,000 shares of Parent Common Stock, and 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed time set forth in Section 5.3(a5.2(a) of the Parent Disclosure Letter, there including any shares reserved for issuance upon the exercise or payments of outstanding warrants and outstanding share options or other equity-related securities or awards (such share option and other equity-related award plans, agreements and programs, collectively, the “Parent Share Plans”), are no described in Section 5.2(a) of the Parent Disclosure Letter. None of Parent’s common shares, options or warrants are held by Parent or by Parent’s Subsidiaries. All of Parent’s multiple voting shares and subordinate voting shares have been, and all Parent Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or shall be when issued (as the case may be), fully paid and nonassessable and not subject to preemptive rights and were issued, or will be issued (as the case may be), in compliance in all material respects with all applicable securities Laws. Section 5.2(a) of the Parent Disclosure Letter sets forth a true and complete list of all warrants, options, restricted stock, restricted stock units or other equity-related securities or awards outstanding as of the date set forth in Section 5.2(a) of the Parent Disclosure Letter. (b) Section 5.2(b) of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of Parent’s Subsidiaries (including such Subsidiaries’ jurisdiction of incorporation or organization). Parent, directly or indirectly, owns all of the issued and outstanding shares or quotas (as applicable) in the share capital or quota capital (as applicable) of its Subsidiaries, beneficially and of record, and all such shares or quotas (as applicable) (i) are fully paid and nonassessable, and (ii) in the case of each of the Subsidiaries listed in Section 5.2(b)(ii) of the Parent Disclosure Letter, are not subject to preemptive rights and are free and clear of any claim, lien or encumbrance (other than a Permitted Encumbrance). (c) All of the quota capital of Canada Sub will be directly or indirectly owned by Parent. (d) All of the quota capital of Bid Sub will be directly or indirectly owned by Canada Sub. (e) All of the quota capital of Merger Sub will be directly owned by Bid Sub. (f) No bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, which are exercisable or exchangeable for, for or convertible or redeemable into securities having the right to vote) on any matter matters on which holders of shares shareholders of Parent Common Stock may votevote (“Parent Voting Debt”) of Parent or any of its Subsidiaries are issued or outstanding. (bg) All of the Merger Sub Interests are owned byExcept for warrants, and have always been owned byoptions, Parent. All of the Merger Sub Interests are duly authorized and validly issuedrestricted stock, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes restricted stock units or other indebtedness of Merger Sub having the right equity-related securities or awards issued or to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of be issued under the Parent Subsidiaries that is a corporation are duly authorizedShare Plans, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptionsconvertible, convertible securities redeemable, exercisable or other exchangeable securities, agreementsrights, commitments or obligations agreements of any character relating to which Parent is a party or by which it is bound (i) obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the outstanding share capital stock or any Parent Voting Debt or other securities equity rights of Parent, (ii) obligating Parent to grant, extend or enter into any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stocksuch option, ownership interests or securities convertible into warrant, call, convertible, redeemable, exercisable or exchangeable for shares security, right, commitment or agreement or (iii) that provide the economic or voting equivalent of its capital stock or an equity ownership interestsinterest in Parent. (dh) Except as set forth in this Section 5.3 for agreements with employees or in Section 5.3(d) of directors relating to options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Parent Disclosure LetterShare Plans, Parent is not a party to any agreement relating to disposition, voting or dividends with respect to the Parent Stock Plan or pursuant to the terms any equity securities of the Parent Preferred Stock as of the date of this AgreementParent. To Parent’s Knowledge, as of the date of this Agreement, other than the provisions of Parent’s (and its Subsidiaries’) articles of incorporation or by-laws or equivalent organizational documents there are no securitiesvoting trusts, options, warrants, calls, rights, commitments, agreements, rights proxies or other agreements or understandings with respect to the voting of first refusal, arrangements its share capital or undertakings the share capital of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertakingits Subsidiaries. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there There are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests in the share capital of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the authorized capital stock of Parent consists of 700,000,000 20,000,000 shares of Parent Common Stock, Stock and 200,000,000 1,000,000 shares of preferred stock, par value $0.001 per share share. As of the date hereof, (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 i) 7,051,393 shares of Parent Common Stock were are issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 22,656 shares of Parent Common Stock were are held by Parent in its treasury, (iii) 598,500 shares of Parent Common Stock are subject to outstanding stock options, (iv) 5,000 shares are reserved for additional stock options that the Parent is authorized to issue under its 2003 Stock Incentive Plan and (v) no shares of preferred stock are issued or outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan or outstanding. (the “Parent Stock Plan”). b) All issued and outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the capital stock of Parent are Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and all shares of Parent Common Stock not subject to be issued as the Merger Consideration, when so or issued in accordance with violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the terms of this AgreementDGCL, will be duly authorizedthe Parent Charter, validly issued, fully paid and nonthe Parent By-assessable. No class laws or series of capital stock of any Contract to which Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(aa party or otherwise bound. (c) of the Parent Disclosure Letter, there There are no outstanding not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the "Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsDebt"). (d) Except as set forth in this Section 5.3 or 4.03 and for the transactions (the "USV Transaction") contemplated by the Agreement and Plan of Merger (the "USV Merger Agreement") by and among Parent, U.S. Vision, Inc., a Delaware corporation ("USV"), USV Merger Sub, Inc., a Delaware corporation, and the stockholders of USV substantially in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock form attached hereto as of the date of this AgreementExhibit C, as of the date of this Agreementhereof, there are no securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is a party or by which any of them is bound, bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesEquity Interests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole or in part by the value of any equity security of ParentEquity Interests in, Merger Sub Parent or any of the other Parent Subsidiaries or obligating Parent, Merger Sub Subsidiary or any other Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement, right of first refusalContract, arrangement or undertaking. Except as set forth in Section 5.3(dundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there Common Stock. (e) There are no not any outstanding contractual obligations of Parent, Merger Sub or any other the Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of the Parent, or equity interests except in any connection with the put option under the Agreement and Plan of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock Merger, dated August 19, 2002, among Palisade, Palisade Merger Corp. and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable)Parent, as amended. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) As of the Parent Disclosure Letterdate hereof Parent's only business operations relate to managing its cash, neither government securities, accounts receivable, notes receivable, contract rights receivable and agreements related to its licensing business and leasehold. In addition, it is positioning itself to manage its investment in the Parent nor any Parent Subsidiary is under any obligationCompany contemplated hereby and its investment in USV, contingent or otherwise, by reason and the businesses of any contract to register the offer and sale or resale of any of their securities under the Securities Actsuch companies.

Capital Structure. (ai) As of the date hereof, the authorized capital stock of Parent consists of 700,000,000 125,000,000 shares of Parent Common Stock and 10,000,000 shares of Parent Preferred Stock, of which 5,750,000 shares are classified and 200,000,000 shares of preferred stockdesignated as 7.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value $0.001 per share (the “Series A Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At As of the close of business on November 20May 4, 20142017 (the “Parent Capitalization Date”), 128,897,431 (A) 65,410,668 shares of Parent Common Stock were issued and outstanding, (iiB) zero (0) 5,750,000 shares of Series A Parent Preferred Stock were issued and outstanding and outstanding, (iiiC) 10,000,000 3,446,552 shares of Parent Common Stock were authorized and reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan the Parent Equity Plans, (the “D) Parent Stock Plan”)Unit Awards relating to 1,401,491 shares of Parent Common Stock were outstanding, which number includes 1,087,958 shares of Parent Common Stock subject to outstanding Parent Performance Stock Unit Awards assuming the achievement of maximum performance, and (E) no shares of Parent Common Stock or Series A Parent Preferred Stock were held by Subsidiaries of Parent. All issued and the outstanding shares of the capital stock of Parent Common Stock and Parent Preferred Stock are duly authorized, validly issued, fully paid and non-assessable, assessable and all free of preemptive rights. All the shares of Parent Common Stock to that may be issued as in connection with the Merger Considerationpursuant to Section 2.1(a) shall be, when so issued in accordance with the respective terms of this Agreementthereof, will be duly authorized, validly issued, fully paid and non-assessable. No class or series assessable and free of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (bii) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c3.2(b)(i), as of the date hereof: (A) Parent does not have any shares of capital stock or other equity interests issued or outstanding other than shares of Parent Common Stock that have become outstanding after the Parent Capitalization Date as a result of the settlement of Parent Stock Unit Awards outstanding as of the Parent Disclosure Letter, Capitalization Date and any conversion of any shares of Parent owns, directly or indirectly, all of Preferred Stock in accordance with the issued terms thereof (if any) and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and (B) there are no existing outstanding subscriptions, options, warrants, puts, calls, subscriptions, exchangeable or convertible securities or other securitiessimilar rights, agreements, agreements or commitments or obligations of any character relating to the outstanding issuance of capital stock or other securities equity interests of Parent or any of its Subsidiaries to which Parent Subsidiary or which would require any of its Subsidiaries is a party or otherwise bound obligating Parent Subsidiary to issue (1) issue, transfer or sell any shares of capital stock or other equity interests of Parent or any of its capital stock, ownership interests Subsidiaries or securities convertible into or exchangeable for such shares of its capital stock or ownership interests. equity interests (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the each case other than to Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent wholly owned Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, ); (2) grant, extend or enter into any such securitysubscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, agreement, right in each case with respect to capital stock or other equity interest of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, of its Subsidiaries; (3) redeem or otherwise acquire any shares of Parent Stock, capital stock or other equity securities or interests of Parent, Merger Sub Parent or any Subsidiary of Parent; or (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of Parent that is not wholly owned. Parent has not granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its capital stock or other equity interests that remain outstanding. (iii) As of the date hereof, no Voting Debt of Parent Subsidiary. Neither Parentor any of its Subsidiaries is issued or outstanding. (iv) As of the date hereof, Merger Sub nor there are no voting trusts, proxies or other agreements or understandings to which Parent or any other Parent Subsidiary of its Subsidiaries is a party with respect to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or the capital stock or other equity interest of ParentParent or any of its Subsidiaries, or restricting the transfer of, or providing registration rights with respect to, such capital stock or equity interests in any of the other Parent Subsidiariesinterest. (ev) All As of the date hereof, all dividends or other distributions on the shares of Parent Common Stock, Parent Preferred Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends or other distributions have been publicly announced and are not yet due and payable). (fvi) Parent does not have a “poison pill” or similar stockholder rights planhas made available to the Company all waivers granted by Parent prior to the execution hereof under its Organizational Documents with respect to ownership limits of capital stock of Parent. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 250,000,000 shares of Parent Common Stock, Stock and 200,000,000 50,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20Measurement Date, 2014, 128,897,431 (i) 35,665,907 shares of Parent Common Stock were issued and outstanding, of which 1,122,248 shares of Parent Common Stock were Parent Restricted Shares (ii) zero (0) shares of Parent Common Stock were held by Parent in its treasury, (iii) 6,570,020 shares of Parent Common Stock were subject to outstanding rights under the Parent Warrant Agreement, (iv) 2,989,092 additional shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan, and (v) zero (0) shares of Parent Preferred Stock were issued and outstanding. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock of Parent were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by Parent of shares of capital stock of Parent or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Stock, other than the rights under the Parent Warrant Agreement or rights under the Parent Stock Plan. (b) All outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee Stock, and Director Long-Term Incentive Plan all such shares that may be issued prior to the Effective Time when issued, (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent i) are or will be, as applicable, duly authorized, validly issued, fully paid and non-assessable, nonassessable and not subject to preemptive rights and (ii) issued in compliance in all material respects with applicable securities Laws and other applicable Law and all shares requirements set forth in applicable Contracts. (c) As of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms date of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the “Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsDebt”). (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementabove, as of the date of this Agreement, there are no securities, options, warrants, callsconvertible or exchangeable securities, rights, commitments, agreements, stock-based performance units or other rights of first refusal, arrangements or undertakings of any kind Contracts to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them Parent is bound, bound (i) obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests or other equity securitiescapital stock of, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any security convertible or exchangeable for any shares of the other capital stock of, Parent Subsidiaries or obligating Parent, Merger Sub or any other Voting Parent Subsidiary Debt, (ii) obligating Parent to issue, grant, extend grant or enter into into, as applicable, any such security, option, warrant, callsecurity, right, commitment, agreementunit, right or Contract or (iii) that give any person the right to receive any economic interest of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant any nature accruing to the Parent’s publicly announced share repurchase program, as holders of Parent Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent Stockor options, warrants, convertible or exchangeable securities, stock-based performance units or other equity securities or interests rights to acquire shares of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests except for (A) the withholding of shares of Parent Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Parent Stock Plan and (B) the acquisition by Parent of Parent Restricted Shares in any connection with the forfeiture of the other Parent Subsidiariesawards of such. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and Restricted Shares are not yet due and payable)evidenced by written award agreements. (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 295,000,000 shares of Parent Common Stock, of which 109,138,049 shares are issued and 200,000,000 outstanding as of the close of business on the day prior to the date hereof and 500,000 shares of preferred stockSeries A Convertible Preferred Stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock , of which 500,000 shares are issued and the Parent Preferred Stock are referred to herein outstanding as the “Parent Stock.” At of the close of business on November 20, 2014, 128,897,431 the day prior to the date hereof. No shares of capital stock are held in Parent’s treasury. All outstanding shares of Parent Common Capital Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, assessable and were issued in compliance with all applicable federal and state securities laws. (b) Section 3.2(b) of the Parent Disclosure Schedule lists each record holder of Parent Capital Stock and the number and type of shares of Parent Capital Stock held by such holder. (c) The shares of Parent Common Stock to be issued issuable as the Merger Consideration, when so issued in accordance with upon issuance on the terms of and conditions contemplated in this Agreement, will would be duly authorized, validly issued, fully paid and non-assessable. No class . (d) There is no existing option, warrant, call, right or series contract to which Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Parent Capital Stock or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent is Capital Stock are entitled or subject to any preemptive rights. Except as disclosed in Section 5.3(aright, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Disclosure Letter, Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of Parent the Acquiring Companies having the a right to vote (or convertible into, or exchangeable for, securities having on any matters on which the stockholders of Parent have a right to vote; (iv) on there is no Contract to which the Acquiring Companies are a party relating to the voting or registration of, or restricting any matter on which holders Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock may vote. (b) All Capital Stock. None of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible intoAcquiring Companies is under any obligation, or exchangeable for, securities having the right to vote) on is bound by any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or Contract pursuant to the terms of the Parent Preferred Stock as of the date of this Agreementwhich it may become obligated, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Parent Stock, Capital Stock or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiariessecurities. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 300,000,000 shares of the Parent Common Stock, Stock and 200,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock”). The , and, together with the Parent Common Stock and the Parent Preferred Stock are referred to herein as Stock, the “Parent Capital Stock.” ”). At the close of business on November 20the Measurement Date, 2014, 128,897,431 (a) 33,150,734 shares of the Parent Common Stock were issued and outstanding, outstanding and (iib) zero (0) no shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”)or outstanding. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No no class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent Disclosure Letterwere issued, there reserved for issuance or outstanding. There are no outstanding bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter matters on which holders of shares of the Parent Common Stock Stock, the Parent OP Units or the general partnership interests in Parent OP may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the “Voting Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableDebt”). Except as set forth in Section 5.3(c) above, as of the Parent Disclosure LetterMeasurement Date, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are were no existing options, warrants, calls, subscriptionsrights, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Parent or any other Parent Subsidiary is was a party or by which any of them is bound, was bound (i) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securitiesinterests in, rights, options, or any security convertible or exercisable for or exchangeable into any capital stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights of or other contractual rights the value of which is determined in whole equity interest in, Parent or in part by the value of any equity security of Parent, Merger Sub Parent Subsidiary or any of the other Voting Parent Subsidiaries Debt or (ii) obligating Parent, Merger Sub Parent or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, right of first refusal, arrangement commitment or undertaking. At the close of business on the Measurement Date, there are 1,255,983 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens. (b) Except as set forth in above and as set forth on Section 5.3(d4.02(b) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date close of this Agreementbusiness on the Measurement Date, there were no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share units, contingent value rights, “phantom” stock or similar securities or rights that are no outstanding contractual obligations of Parentderivative of, Merger Sub or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Parent or any Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound with respect to repurchase, redeem or otherwise acquire the voting of any shares of capital stock of Parent Stockor any Parent Subsidiary, or other equity securities (iii) contractual obligations or interests commitments of Parent, Merger Sub any character to which Parent or any other Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of Parent or any Parent Subsidiary. Neither Parent, Merger Sub Parent nor any other Parent Subsidiary is a party has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or its capital stock of Parent, or other equity interests in any of the other Parent Subsidiariesinterests. (ec) Except as set forth on Section 4.02(c) of the Parent Disclosure Letter, all of the outstanding shares of capital stock or other equity interests of each Parent Subsidiary are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests other than transfer and other restrictions under applicable federal and state securities Laws. (d) All dividends or other distributions on the shares of Parent Common Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or and declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of the date hereof, the The authorized capital stock of Parent Conexant consists of 700,000,000 1,000,000,000 shares of Parent Common Stock, par value $1.00 per share (the "Conexant Common Stock"), and 200,000,000 25,000,000 shares of preferred stock, without par value $0.001 per share (the “Parent "Conexant Preferred Stock”"), 1,500,000 shares of which are designated as "Series A Junior Participating Preferred Stock" and one share of which is designated as "Series B Voting Preferred Stock". The Parent As of November 30, 2001, (A) 254,423,819 shares of Conexant Common Stock and the Parent (B) one share of Conexant Preferred Stock are referred to herein designated as the “Parent "Series B Voting Preferred Stock.” At the close of business on November 20, 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock " were issued and outstanding and (iii) 10,000,000 no other shares of Parent capital stock of Conexant were issued and outstanding. As of November 30, 2001, 84,082,811 shares of Conexant Common Stock were reserved for issuance upon exercise of options outstanding under Parent’s Employee Conexant Stock Plans. As of November 30, 2001, no shares of Conexant Common Stock were held as treasury shares. Since November 30, 2001 to the date of this Agreement, no shares of capital stock of Conexant or any other securities of Conexant have been issued other than shares of Conexant Common Stock (and Director Long-Term Incentive accompanying Conexant Rights (as defined below)) issued pursuant to (w) the Conexant Systems, Inc. Retirement Savings Plan and the Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or rights outstanding as of November 30, 2001 under Conexant Stock Plans and (y) the “Parent Stock Plan”). exchange or retraction of Exchangeable Shares of Philsar Semiconductor Inc. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation Conexant are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized , and validly issued. All shares no class of capital stock of (Conexant is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other ownership interests inrights to acquire capital stock from Conexant other than (w) each rights (the "Conexant Rights") distributed to the holders of Conexant Common Stock pursuant to the Parent Subsidiaries that may be issued upon Rights Agreement dated as of November 30, 1998, as amended as of December 9, 1999, between Conexant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Conexant Rights Agreement"), (x) options and other rights to acquire Conexant Common Stock from Conexant ("Conexant Stock Options") representing in the aggregate the right to purchase 51,394,095 shares of Conexant Common Stock under the Conexant Stock Plans, (y) $94,849,000 aggregate principal amount of Conexant's 4 1/4% Convertible Subordinated Notes due 2006 and $615,000,000 aggregate principal amount of Conexant's 4% Convertible Subordinated Notes due 2007 which are, on the date hereof, convertible into Conexant Common Stock at exercise prices of outstanding options $23.098 and $108, respectively, per share (collectively, the "Conexant Convertible Notes") and (z) Exchangeable Shares of Philsar Semiconductor Inc. which are exchangeable into, or subject to retraction in exchange rights are duly authorized andfor, upon issuance will be validly issued, fully paid and nonassessablean aggregate of 357,640 shares of Conexant Common Stock. Except as set forth in Section 5.3(c5.2(b) of the Parent Conexant Disclosure LetterSchedule sets forth a complete and correct list as of a recent date of all outstanding Conexant Stock Options and the exercise prices thereof. (ii) On the date hereof, Parent owns, directly or indirectlythe authorized capital stock of Washington consists of 1,000 shares of Washington Common Stock, all of the which are issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsoutstanding. (diii) Except as otherwise set forth in this Section 5.3 5.2(b) or as provided for in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this AgreementReorganization Agreements, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub Conexant or any other Parent Subsidiary member of the Washington Group (as defined in the Distribution Agreement) is a party or by which any of them is bound, bound obligating Parent, Merger Sub any of Conexant or any other Parent Subsidiary member of the Washington Group to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of Parent Stock or Merger Sub Interests capital stock or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub Conexant or any member of the other Parent Subsidiaries Washington Group or obligating Parent, Merger Sub Conexant or any other Parent Subsidiary member of the Washington Group to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub Conexant or any other Parent Subsidiary member of the Washington Group to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, Conexant or equity interests in any member of the other Parent SubsidiariesWashington Group. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of Parent consists of 700,000,000 one hundred million ten thousand (100,010,000) shares, one hundred million (100,000,000) shares of Parent Common Stockwhich are common stock, par value $1.00 per share, and 200,000,000 ten thousand (10,000) shares of which are preferred stock, par value $0.001 100 per share (the “Parent Preferred Stock”)share. The authorized common stock is divided into two classes, seventy million (70,000,000) shares of Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent thirty million (30,000,000) shares of Class B Common Stock.” At . As of the close of business on November 20March 14, 2014, 128,897,431 2014 (i) 27,345,546 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) no shares of Parent Preferred Class B Common Stock or preferred stock were issued and outstanding or outstanding, and (iii) 10,000,000 2,230,197 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan pursuant to employee or director stock option, stock purchase or equity compensation plans, arrangements or agreements of Parent (the “Parent Stock PlanEquity Plans”). All issued and outstanding The shares of Parent Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid and nonassessable. No shares of capital stock of Parent are owned by any Subsidiary of Parent. All the outstanding shares of capital stock or other voting securities or equity interests of each Subsidiary of Parent have been duly authorized, authorized and validly issued, are fully paid paid, nonassessable and non-assessable, and all not subject to any preemptive rights. All of the shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by Parent, free and clear of all Liens other than Permitted Liens. Neither Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) nor any of the Parent Disclosure Letter, there are no its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness of Parent obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent or such Subsidiary on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned bymatter. Except as set forth above in this Section 4.4, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There there are no outstanding bonds, debentures, notes (A) shares of capital stock or other indebtedness voting securities or equity interests of Merger Sub having the right to vote Parent, (B) securities of Parent or any of its Subsidiaries convertible into, into or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding or exercisable for shares of capital stock of each Parent or any of the Parent its Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All or other voting securities or equity interests of Parent or any of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in each or rights to the ownership or earnings of the Parent or any of its Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests inequity equivalent or equity-based award or right, (D) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized andsubscriptions, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptionscommitments, convertible securities Contracts or other securitiesrights to acquire from Parent or any of its Subsidiaries, agreements, commitments or obligations of Parent or any character relating of its Subsidiaries to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell issue, any shares of capital stock of Parent or any of its capital stockSubsidiaries, ownership voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 other voting securities or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares equity interests of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent its Subsidiaries or obligating Parentrights or interests described in clause (C), Merger Sub or (E) obligations of Parent or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary its Subsidiaries to repurchase, redeem or otherwise acquire any shares such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. Other than the Support Agreements and the Shareholders' Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or on file with Parent Stockwith respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other equity securities or interests interest of Parent, Merger Sub Parent or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent its Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (ai) As of Immediately prior to the date hereofFirst Closing Date, the authorized issued and outstanding capital stock of Parent consists will consist of 700,000,000 shares a number of Parent Common Stock, and 200,000,000 shares Shares sufficient to consummate the Parent Subject Transactions. All of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The outstanding Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on November 20, 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Common Stock to be issued as the Merger Consideration, when so issued in accordance with the terms of this Agreement, Shares will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of There are no options to purchase Parent is entitled to preemptive rightsCommon Shares issued and outstanding. Except as disclosed may be required to issue Parent Common Shares or other equity interests in Section 5.3(a) of connection with the Parent Disclosure LetterEquity Draw-down, the Rights Offering or the Merger, there are no outstanding bonds, debentures, notes preemptive or other indebtedness 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 Parent to issue or sell units or other equity securities of Parent having the or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to vote subscribe for or acquire, any equity securities of Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (or convertible into, or exchangeable for, securities having the right to voteii) on Upon any matter on which holders of shares issuance of Parent Common Stock may vote. (b) All Shares as a result of the Merger Sub Interests are owned byEquity Draw-down, and have always been owned by, Parent. All of the Rights Offering or the Merger Sub Interests are duly authorized pursuant to this Agreement and validly issuedthe Plan of Reorganization, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the such Parent Subsidiaries that is a corporation are Common Shares will be duly authorized, validly issued, fully paid and nonassessable. All non-assessable. (iii) Neither Parent nor OV2 has any Subsidiary or otherwise owns an equity interest in any Person, except that if the First Closing occurs after March 31, 2016, Parent may own outstanding equity interests in each of the Parent Subsidiaries a Person that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each real estate investment trust under Section 856 of the Code, which equity interests are listed on a nationally recognized stock exchange, in such minimal amount as is reasonably necessary to qualify Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in a real estate investment trust under Section 5.3(c) 856 of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interestsCode. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date hereof, the The authorized capital stock of the Parent consists ----------------- of 700,000,000 75,400,000 shares of Parent Common Stock, of which 31,224,216 shares were outstanding as of the close of business on September 13, 2000, and 200,000,000 1,000,000 shares of preferred stock, Preferred Stock par value $0.001 per share (the “"Parent Preferred Stock”---------------- Shares"). The Parent Common Stock and the Parent Preferred Stock are referred to herein , of which no shares were outstanding as the “Parent Stock.” At of the close of business on November 20------ September 13, 2014, 128,897,431 shares 2000. All of the outstanding Parent Common Stock were issued have been duly authorized and outstanding, (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding and (iii) 10,000,000 shares of Parent Common Stock were reserved for issuance under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Stock Plan”). All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessablenonassessable. The Parent has no Parent Common Stock reserved for issuance, and all except that, as of September 13, 2000, there were 2,340,000 shares of Parent Common Stock reserved for issuance pursuant to be issued as the Merger ConsiderationParent's 2000 Stock Option Plan (the "Parent Stock Plan"), when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock ----------------- outstanding vested options to purchase 328,620 shares of Parent is entitled Common Stock, outstanding unvested options to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of purchase 1,254,882 shares of Parent Common Stock may vote. (b) All and outstanding warrants to purchase 257,772 shares of the Merger Sub Interests are owned by, and have always been owned by, ParentParent Common Stock. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (c) All Each of the outstanding shares of capital stock of each of the Parent Parent's Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and, except for directors' qualifying shares, owned by the Parent, free and clear of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (any lien, pledge, security interest, claim or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessableencumbrance. Except as set forth in Section 5.3(c) of the Parent Disclosure Letterabove, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing preemptive or other outstanding rights, options, warrants, callsconversion rights, subscriptionsstock appreciation rights, convertible securities or other securitiesredemption rights, repurchase rights, agreements, arrangements, calls, commitments or obligations rights of any character relating kind that obligate the Parent or any of its Subsidiaries to the outstanding issue or to sell any shares of capital stock or other securities of the Parent or any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable exercisable for, or giving any Person a right to subscribe for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) acquire, any securities of the Parent Disclosure Letter, with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parentits Subsidiaries, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent Disclosure Letter, or pursuant to the Parent’s publicly announced share repurchase program, as of the date of this Agreement, there are and no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parentobligation evidencing such rights are authorized, Merger Sub issued or any other Parent Subsidiaryoutstanding. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or equity interests in any of the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) The Parent does not have a “poison pill” outstanding any bonds, debentures, notes or similar stockholder rights plan. other obligations the holders of which have the right to vote (gor convertible into or exercisable for securities having the right to vote) Except as set forth in Section 5.3(g) with the stockholders of the Parent Disclosure Letter, neither the on any matter ("Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.Voting Debt"). ------------------