Common use of Capital Structure Clause in Contracts

Capital Structure. (a) The authorized shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (a) The authorized shares As of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except the authorized capital stock of Parent consists of (i) 4,600,000,000 shares of Parent Common Stock, of which 1,507,281,908 shares of Parent Common Stock were issued and outstanding as of the close of business on December 11, 2017 (the “Parent Measurement Date”), and (ii) 100,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of May 7, 2018, 40,000 shares of Series B Preferred Stock were authorized and no shares of Series B Preferred Stock were issued and outstanding. As of the Parent Measurement Date, 66,387,601 shares of Parent Common Stock were reserved for, and 32,595,800 shares of Parent Common Stock were subject to, issuance pursuant to Parent’s compensation and benefit plans (such compensation and benefit plans, the “Parent Stock Plans”), which included (w) 23,712,674 shares of Parent Common Stock in respect of options to purchase Parent Common Stock pursuant to Parent Stock Plans (“Parent Options”), (x) restricted stock units subject solely to service based vesting conditions granted under the Parent Stock Plans entitling the holders thereof to receive 8,227,579 shares of Parent Common Stock (the “Parent RSUs”) and (y) restricted stock units subject to both service and performance-based conditions granted under the Parent Stock Plans (assuming the achievement of any performance criteria at target levels) (“Parent PSUs”) and deferred stock units granted under the Parent Stock Plans (the “Parent DSUs”, and together with the Parent Options, the Parent RSUs and the Parent PSUs, the “Parent Common Stock Units”) entitling the holders of Parent PSUs and Parent DSUs to receive an aggregate of 655,547 shares of Parent Common Stock. Except as set forth in this Section 2.3 or Schedule 2.3 4.02, as of the Wellsford Disclosure Letterdate of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of beneficial interest capital stock or other equity or voting securities of Wellsford were issued, reserved for issuanceParent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or outstanding. (c) All outstanding shares giving any Person a right to subscribe for or acquire from Parent or any of beneficial interest its Subsidiaries, any voting or equity securities of Wellsford Parent or any of its Subsidiaries, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are duly authorized, validly issued, fully paid and nonassessable and issued or outstanding. Parent does not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford 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 Parent on any matters on which shareholders of Wellsford may votematter. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (ai) The authorized capital stock of Parent consists of (A) 1,700,000,000 shares of beneficial interest of Wellsford consist of Series A Common Stock (the “Series A Common Stock”), 100,000,000 shares of beneficial interest, Series B Common Stock (the “Series B Common Stock”) and 2,000,000,000 shares of which 4,600,000 are Series C Common Stock (the “Series C Common Stock,” together with the Series A Cumulative Common Stock and Series B Common Stock, the “Parent Common Stock”) and (B) 75,000,000 shares of Series A Convertible Participating Preferred Shares of Beneficial Interest, $.01 par value per share Stock ("Wellsford the “Series A Preferred Shares"Stock”), 75,000,000 shares of Series C Convertible Participating Preferred Stock (the “Series C Preferred Stock”) and 2,300,000 50,000,000 shares of preferred stock which are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share undesignated ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford together with the Series A Preferred Shares Stock and 2,300,000 Wellsford Series C Preferred Stock, the “Parent Preferred Stock”). As of the close of business on July 27, 2017, 153,933,105 shares of Series A Common Stock, 6,512,379 shares of Series B Common Stock, 218,521,945 shares of Series C Common Stock, 71,107,312 shares of Series A Preferred Shares Stock and 25,320,532 shares of Series C Preferred Stock were issued and outstanding. All of the outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable securities Laws. As of the close of business on July 27, 2017, there were an aggregate of 20,374,955 shares of Series A Common Stock, no shares of Series B Common Stock and 7,198,311 shares of Series C Common Stock subject to issuance pursuant to the Parent plans identified in Section 5.2(b)(i)(A) of the Parent Disclosure Letter as being the only Parent plans pursuant to which Parent Common Stock may be issued (the “Parent Stock Plans”). Except as provided in the preceding sentence and except for shares of Parent Common Stock that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, Parent has no Parent Common Stock reserved for, or subject to, issuance. Parent has no Parent Preferred Stock or other shares of capital stock reserved for or subject to issuance (it being understood that “other shares of capital stock” shall not include Parent Common Stock). The Parent Common Stock constitute the only outstanding class of securities of Parent or its Subsidiaries registered under the Securities Act. (ii) 1,000,000 Wellsford From the close of business on July 27, 2017 to the execution of this Agreement, Parent has not issued any Parent Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options Stock except pursuant to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise or settlement of options which may be granted Parent equity awards under the 1992 Share Option PlanParent Stock Plans outstanding as of July 27, (v) 750,000 Wellsford Common Shares were reserved for issuance under 2017, in accordance with their terms and, since the Long-Term Management Incentive Plan close of Wellsfordbusiness on July 27, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan2017, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares except as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated permitted by this Agreement (for the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On period following the date of this Agreement, except as set forth Parent has not issued any Parent equity awards under the Parent Stock Plans. Upon any issuance of any Parent Common Stock in this Section 2.3 or Schedule 2.3 accordance with the terms of the Wellsford Disclosure LetterParent Stock Plans, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are such Parent Common Stock will be duly authorized, validly issued, issued and fully paid and nonassessable and free and clear of any Liens. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable, and has been issued in compliance with all applicable securities Laws, and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Lien (other than any Liens, except for Permitted Liens, for Taxes not subject yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in Parent’s financial statements). Except as set forth in Section 5.2(b)(i), as of the date of this Agreement, there are no preemptive or other outstanding rights, except options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that the shareholders may be subject obligate Parent or any of its Subsidiaries to further assessment with respect issue or sell any shares of capital stock or other equity or voting securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to certain claims subscribe for tortor acquire from Parent or any of its Subsidiaries any equity or voting securities of Parent or any of its Subsidiaries, contractand no securities or obligations evidencing such rights are authorized, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are issued or outstanding. Parent does not satisfied by Wellsford. There are no have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford 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 Parent on any matters on which shareholders of Wellsford may votematter. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (ai) The As of October 8, 1998 (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestOryx Common Stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares 106,233,579 shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the Dividend Reinvestment conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares 7,135,302 shares were reserved for issuance upon the exercise of options which may be the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the 1992 Share Option PlanOryx Plans (as defined below), (vB) 750,000 Wellsford Common Shares 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance under upon exercise of the Long-Term Management Incentive Plan rights (the "Oryx Rights") distributed to the holders of WellsfordOryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (viC) a sufficient number 15,000,000 shares of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option PlanStock, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price par value $1.00 per share, those options granting reload optionsnone of which were outstanding, and designated or reserved for issuance. Since the number of such shares subject Oryx Measurement Date to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 there have been no issuances of shares of the Wellsford Disclosure Letter, no shares capital stock of beneficial interest Oryx or any other voting securities of Wellsford were issued, reserved for issuance, Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or outstanding. (c) rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of beneficial interest the capital stock of Wellsford Oryx are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, except that warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the shareholders may be Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to further assessment with respect Oryx Stock Options or other rights to certain claims for tortpurchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, contract, taxes, statutory liability the dates of grant and otherwise in some jurisdictions the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the extent such claims are not satisfied by Wellsford. There are no date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Wellsford Oryx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Wellsford capital stock may votevote ("Oryx Voting Debt") are issued or outstanding. (diii) Except as otherwise set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter3.2(b), as of the date of this Agreement Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford Oryx or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity any of them is bound, bound obligating Wellsford Oryx or any Wellsford Subsidiary of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, capital stock or other voting securities or other ownership interests of Wellsford Oryx or any Wellsford Subsidiary of its Subsidiaries or obligating Wellsford Oryx or any Wellsford Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (other than to Wellsford iv) No action, consent or a Wellsford Subsidiary)approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (a) The authorized shares As of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 the authorized capital stock of Parent consists of (i) 225,000,000 shares of Parent Common Stock and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Wellsford Disclosure LetterParent Common Stock, the “Parent Capital Stock”). At the close of business on the Measurement Date: (A) 20,834,427 shares of Parent Common Stock were issued and outstanding and no shares of beneficial interest or other voting securities Parent Preferred Stock were issued and outstanding; (B) the shares of Wellsford Parent Common Stock issued and outstanding include 556,927 shares of Parent Common Stock underlying the Parent RSUs, 236,679 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 72,368 shares of Parent Common Stock underlying options granted pursuant to the Parent’s long-term incentive plan, as amended from time to time (the “Parent Equity Plan”); (C) 2,475,430 shares of Parent Common Stock were issued, reserved for issuance, or outstandingissuance pursuant to the Parent Equity Plan; and (D) 42,000 shares of Parent Series A Junior Participating Preferred Stock were reserved for issuance upon exercise of Parent Rights. (cb) All outstanding shares of beneficial interest of Wellsford Parent Capital Stock have been duly authorized and are duly authorizedvalidly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Capital Stock have been issued and granted in compliance 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 close of business on the Measurement Date, except that the shareholders may be subject to further assessment with respect to certain claims for tortas set forth in this Section 5.2, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There there are no bondsoutstanding options, debentures, notes warrants or other indebtedness rights to subscribe for, purchase or acquire from Parent or any of Wellsford having its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the right to vote (exercise, conversion, purchase, exchange or convertible intoother similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or exchangeable fora direct or indirect wholly owned Subsidiary of Parent, securities having the right to vote) on any matters on which shareholders are free and clear of Wellsford may vote. (d) all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2.3 5.2, and except for changes since the Measurement Date resulting from the entry by Parent into the Tax Plan or the exercise of stock options outstanding at such date (and the issuance of shares of Parent Common Stock thereunder, which were reserved for issuance as set forth in Schedule 2.3 of the Wellsford Disclosure LetterSection 5.2(a)), as of the date of this Agreement or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are outstanding: (1) no outstanding securitiesshares 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 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, arrangements commitments or undertakings of any kind agreements to which Wellsford Parent or any Wellsford Subsidiary of Parent is a party or by which such entity it is bound, bound in any case obligating Wellsford Parent or any Wellsford Subsidiary of Parent to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of beneficial interest, Parent Capital Stock or any Voting Debt or other voting securities of Parent, or other ownership interests of Wellsford obligating Parent or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary of Parent 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, arrangement neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or undertaking indirectly, 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 to Wellsford its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the Parent Disclosure Letter. 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) Except as set forth in Schedule 5.2(c) of the Parent Disclosure Letter, all of the issued and outstanding shares of capital stock or a Wellsford Subsidiary)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 Schedule 5.2(c) of the Parent Disclosure Letter, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Capital Structure. (a) The authorized shares As of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 the authorized capital stock of the Wellsford Disclosure Letter, no Parent consists of (i) 300,000,000 shares of beneficial interest or other voting securities Parent Common Stock and (ii) 10,000,000 shares of Wellsford preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024: (A) 232,502,252 shares of Parent Common Stock were issuedissued and outstanding, reserved for issuanceand 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, or outstandingas amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (cb) All outstanding shares of beneficial interest of Wellsford Parent Common Stock have been duly authorized and are duly authorizedvalidly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance 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 Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, except that the shareholders may when issued, will be subject to further assessment issued in compliance in all material respects with respect to certain claims for tort, contract, taxes, statutory liability (A) applicable securities Laws and otherwise other applicable Law and (B) all requirements set forth in some jurisdictions to the extent such claims are not satisfied by Wellsfordapplicable contracts. There are no bonds, debentures, notes All outstanding shares of capital stock or other indebtedness equity interests of Wellsford having the right to vote (or convertible intoSubsidiaries of Parent that are owned by Parent, or exchangeable fora direct or indirect Subsidiary of Parent, securities having the right to voteare owned free and clear of all Encumbrances (other than Permitted Encumbrances) on any matters on which shareholders of Wellsford may vote. (d) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2.3 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or in Schedule 2.3 stock grants or other employee awards granted from the close of business on March 31, 2024 to the Wellsford Disclosure Letterdate of this Agreement, as of the date of this Agreement Agreement, there are outstanding: (1) no outstanding 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, arrangements commitments or undertakings of any kind agreements to which Wellsford Parent or any Wellsford Subsidiary of Parent is a party or by which such entity it is bound, bound in any case obligating Wellsford Parent or any Wellsford Subsidiary of Parent to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of beneficial interest, capital stock or any Voting Debt or other voting securities of Parent, or other ownership interests of Wellsford obligating Parent or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary of Parent 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. 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, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)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.

Capital Structure. (a) The authorized shares As of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except the authorized capital stock of Parent consists of (i) 4,600,000,000 shares of Parent Common Stock, of which 1,507,281,908 shares of Parent Common Stock were issued and outstanding as of the close of business on December 11, 2017 (the “Parent Measurement Date”), and (ii) 100,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. As of the Parent Measurement Date, 66,387,601 shares of Parent Common Stock were reserved for, and 32,595,800 shares of Parent Common Stock were subject to, issuance pursuant to Parent’s compensation and benefit plans (such compensation and benefit plans, the “Parent Stock Plans”), which included (w) 23,712,674 shares of Parent Common Stock in respect of options to purchase Parent Common Stock pursuant to Parent stock Plans (“Parent Options”), (x) restricted stock units subject solely to service based vesting conditions granted under the Parent Stock Plans entitling the holders thereof to receive 8,227,579 shares of Parent Common Stock (the “Parent RSUs”) and (y) restricted stock units subject to both service and performance-based conditions granted under the Parent Stock Plans (assuming the achievement of any performance criteria at target levels) (“Parent PSUs”) and deferred stock units granted under the Parent Stock Plans (the “Parent DSUs”, and together with the Parent Options, the Parent RSUs and the Parent PSUs, the “Parent Common Stock Units”) entitling the holders of Parent PSUs and Parent DSUs to receive an aggregate of 655,547 shares of Parent Common Stock. Except as set forth in this Section 2.3 or Schedule 2.3 4.02, as of the Wellsford Disclosure Letterdate of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of beneficial interest capital stock or other equity or voting securities of Wellsford were issued, reserved for issuanceParent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or outstanding. (c) All outstanding shares giving any Person a right to subscribe for or acquire from Parent or any of beneficial interest its Subsidiaries, any voting or equity securities of Wellsford Parent or any of its Subsidiaries, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are duly authorized, validly issued, fully paid and nonassessable and issued or outstanding. Parent does not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford 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 Parent on any matters on which shareholders of Wellsford may votematter. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (a) The authorized capital stock of the Company consists of 150,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Company Common Stock and 10,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.01 per share (the "Wellsford Series A Company Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January 14At the close of business on October 23, 19972001, (i) 17,111,937 Wellsford 35,666,590 shares of Company Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford no shares of Company Common Shares have been reserved for Stock were held by the Dividend Reinvestment and Share Purchase Plan of Wellsford, Company in its treasury; (iii) 979,325 Wellsford Common Shares no shares of Company Preferred Stock were issuable issued or outstanding or were held by the Company in its treasury; (iv) 150,000 shares of Company Preferred Stock, designated Series A Participating Preferred Stock, are reserved for future issuance upon exercise of the rights issued pursuant to the Rights Agreement, dated May 17, 2001, by and between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Company Rights Agreement"); (v) 2,601,500 shares of Company Common Stock were reserved for issuance pursuant to the Jupiter Communications, LLC 1997 Employee Stock Option Plan; 4,730,000 shares were reserved for issuance under the Jupiter Communications, Inc. 1999 Stock Incentive Plan; 12,000,000 shares were reserved for issuance under the Media Metrix, Inc. Amended and Restated 2000 Equity Incentive Plan; 760,556 shares were reserved for issuance under the Media Metrix, Inc. Stock Option Plan; 80,970 shares were reserved for issuance under the AdRelevance, Inc. 1998 Stock Option Plan; 187,130 shares were reserved for issuance under the AdRelevance, Inc. 1999 Stock Option Plan; and 1,931,073 shares were reserved for issuance under the Media Metrix, Inc./Relevant Knowledge, Inc. 1998 Equity Incentive Plan (such plans, collectively, the "Company Stock Plans"), of which 6,661,037 shares were subject to outstanding options Stock Options and 2,392,222 shares were currently exercisable; (vi) 2,000,000 shares of Company Common Stock were reserved for issuance pursuant to purchase Wellsford the Media Metrix, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (the "ESPP"), of which 49,954 shares of Company Common Shares, Stock have been issued; (ivvii) 582,900 Wellsford 125,000 shares of Company Common Shares Stock were reserved for issuance upon the exercise of the warrants (the "Warrants") subject to the warrant agreements listed and described in Section 3.03 of the Company Disclosure Schedule and (viii) 1,750,000 shares of Company Common Stock were reserved for issuance upon the exercise of options which may be granted under to persons who were neither employees, officers, directors or consultants of the 1992 Share Option Plan, Company (vexcluding those reserved for issuance to the Company's joint venture partners) 750,000 Wellsford Common Shares and sufficient number of shares were reserved for issuance under upon the Long-Term Management Incentive Plan exercise of Wellsfordoptions granted the Company's joint venture partners assuming such options were exercised as of October 23, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement 2001 (the "Share Loan Non-Employee Options") pursuant to option agreements listed and Acquisition Agreements")described Section 3.03 of the Company Disclosure Schedule. The Restricted Share Grants Company has made available to Parent accurate and complete copies of the Company Stock Plans, the forms of stock option agreements evidencing the Stock Options, the ESPP, the Warrants and the agreements evidencing the Non-Employee Options. No shares of Company Common Stock are included in owned by any subsidiary of the number of outstanding Wellsford Common Shares Company. Except as set forth in Section 2.3(a). For each Wellsford Option held by the executive officers above and except for shares of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Company Common Shares subject to such option, the number of shares subject to options that are currently exercisable, Stock issued upon the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford Stock Options or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 Warrants referenced above subsequent to the Wellsford Disclosure Letter sets forth the name close of the granteebusiness on October 23, the date of the grant, the number of Wellsford Common Shares subject to such option 2001 and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, date of this Agreement no shares of beneficial interest capital stock or other voting securities of Wellsford the Company were issued, reserved for issuance, issuance or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Stock Options and purchase rights under the ESPP) to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of shares of Company Common Stock granted under the Company Stock Plans or otherwise. Section 3.03 of the Company Disclosure Schedule sets forth a complete and correct list, as of October 23, 2001, of each holder of outstanding stock options or other rights to purchase or receive Company Common Stock granted under the Company Stock Plans or otherwise (collectively, the "Stock Options") and the Warrants, the number of shares of Company Common Stock subject to each such Stock Option and Warrant, the name of the optionee or warrantholder, the name of the Company Stock Plan pursuant to which such Stock Options were granted, the grant dates, expiration dates and exercise prices of such Stock Options and Warrants, the vesting schedules and the extent vested and exercisable as of the date of this Agreement. All (i) rights of repurchase pertaining to outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price and (ii) grants of outstanding Stock Options, are evidenced by stock option agreements and restricted stock purchase agreements, as the case may be, in the forms attached as Exhibit A to Section 3.03 of the Company Disclosure Schedule, and no stock option agreement or restricted stock purchase agreement contains terms that are inconsistent with such forms. No bonds, debentures, notes or other indebtedness of Wellsford the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford the Company or any of its subsidiaries may vote. vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of the Company are, and all shares which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (dother than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights or similar rights. Except as set forth in this Section 2.3 3.03 (including pursuant to the conversion or in Schedule 2.3 exercise of the Wellsford Disclosure Lettersecurities referred to above), as (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the date Company or any of this Agreement its subsidiaries (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by the Company), (B) any securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, the Company or any of its subsidiaries or (C) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its subsidiaries and (y) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford the Company or any Wellsford Subsidiary is a party of its subsidiaries to repurchase, redeem or by which otherwise acquire any such entity is bound, obligating Wellsford securities or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There is no condition or circumstances that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any person to the effect that such person is entitled to acquire or receive any shares of beneficial interestcapital stock or other securities of the Company. The Company is not a party to any voting agreement with respect to the voting of any such securities. As of the date of this Agreement, voting the aggregate number of "Shares" (as such term is defined in the Stockholder Agreement) held by Signatory Stockholders collectively represent approximately 22% of the shares of Company Common Stock outstanding. Section 3.03 of the Company Disclosure Schedule sets forth a complete and accurate list of all securities or other beneficial ownership interests of Wellsford in any other entity beneficially owned, directly or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issueindirectly, grantby the Company, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than the capital stock of, or other equity interests in, its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Stock Options, Warrants and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable Contracts, except in each case where the failure to Wellsford or a Wellsford Subsidiary)comply would not subject the Company to material liability.

Capital Structure. (a) The authorized capital stock of Parent ----------------- consists of 50,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestParent Common Stock, of which 4,600,000 are Series A 9,733,288 shares were outstanding as of the close of business on January 13, 1998, 45,000 shares of 6% Cumulative Convertible Participating Preferred Shares of Beneficial InterestStock, $.01 par value $100 per share (the "Wellsford Series A 6% Preferred Shares"), of which 45,000 shares were outstanding as of ------------------- the close of business on January 13, 1998, and 2,300,000 are Series B 2,055,692 depositary shares, each representing a 1/100th interest in a share of Parent's 7% Cumulative Redeemable Convertible Exchangeable Preferred Shares of Beneficial InterestStock, $.01 par value per share $100 (the "Wellsford Series B 7% Preferred Shares" and, ------------------- collectively with the 6% Preferred Shares, the "Parent Preferred Shares"), of ----------------------- which 20,556 were outstanding as of the close of business on January 13, 1998. On January 14, 1997, (i) 17,111,937 Wellsford All of the outstanding Parent Common Shares, 3,999,800 Wellsford Series A Stock and Parent Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment duly authorized and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, or outstanding. except that, as of January 1, 1998, there were 870,253 shares of Parent Common Stock reserved for issuance pursuant to the Parent Compensation and Benefit Plans, 5,625,000 shares of Parent Common Stock subject to issuance upon conversion of the 6% Preferred Shares, 1,889,677 shares of Parent Common Stock subject to issuance upon conversion of the 7% Preferred Shares and 1,889,677 shares of Parent Common Stock subject to issuance pursuant to Parent's 7% Convertible Subordinated Debentures due 2008 (c) All the "Parent Debentures"), ----------------- 1,250,000 shares of Parent Common Stock purchasable upon exercise of the Warrants issued November 20, 1996 to purchasers affiliated with the Carlyle Group, 65,157 shares of Parent Common Stock issuable pursuant to a litigation settlement and 117,915 shares of Parent Common Stock issuable under an acquisition agreement. Each of the outstanding shares of beneficial interest capital stock of Wellsford are each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of Parent, free and not subject to clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, except that options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the shareholders may be subject to further assessment with respect to certain claims Company or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Except for tortthe Parent Debentures, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are Parent does not satisfied by Wellsford. There are no have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford 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 Parent on any matters on which shareholders of Wellsford may vote. matter (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary"Parent Voting Debt").. ------------------

Capital Structure. (a) The authorized capital stock of Parent consists of 240,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestParent Common Stock, of which 4,600,000 are 83,733,652 shares were outstanding as of the close of business on January 16, 1998, and shares of preferred stock, of which 50,000 shares have been designated as Series A Junior Participating Preferred Stock (the "Parent Series A Preferred Stock"), 1,450,000 shares have been designated as Series B Convertible Preferred Stock (the "Parent Series B Preferred Stock") and 41,400 shares have been designated as Series C Cumulative Convertible Preferred Shares of Beneficial InterestStock (the "Parent Series C Preferred Stock" and, $.01 par value per share ("Wellsford collectively with the Parent Series A Preferred Shares"), Stock and 2,300,000 are the Parent Series B Cumulative Redeemable Preferred Shares of Beneficial InterestStock, $.01 par value per share (the "Wellsford Series B Parent Preferred Shares"). On As of the close of business on January 1416, 19971998, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford there were no shares of Parent Series A Preferred Stock outstanding, 955,594 shares of Parent Series B Stock outstanding and no shares of Parent Series C Preferred Stock outstanding. All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and 2,300,000 Wellsford are validly issued, fully paid and nonassessable. Parent has no commitments to issue or deliver Common Stock or Parent Preferred Shares, except that, as of January 16, 1998, there were 5,651,858 shares of Parent Common Stock reserved for issuance pursuant to the Parent stock option and other plans listed on Section 5.2(c) of the Parent Disclosure Letter (the "Parent Stock Plans"), 7,331,026 shares of Parent Common Stock subject to issuance upon conversion of shares of Parent Series B Preferred Shares were issued Stock and outstandingParent Series C Preferred Stock or Parent's 6% Convertible Subordinated Debentures due 2025, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan 41,400 shares of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were Parent Series C Preferred Stock reserved for issuance upon the exercise exchange of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were Parent's 6% Convertible Subordinated Debentures due 2025 and 50,000 shares of Parent Series A Preferred Stock reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect pursuant to the purchase Amended and Restated Shareholder Protection Rights Agreement, dated as of Wellsford Common Shares which will be forgiven December 4, 1989, as a result amended as of the transactions contemplated by this Agreement March 9, 1990 and as amended and restated as of August 1, 1995, between Parent and First Chicago Trust Company of New York (the "Share Loan and Acquisition AgreementsParent Rights Agreement"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 Each of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by Parent or a direct or indirect wholly-owned subsidiary of Parent, free and not subject to clear of any lien, pledge, security interest, claim or other encumbrance. Except as described above, there are no preemptive or other outstanding rights, except that options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the shareholders may be subject to further assessment with respect to certain claims for tortCompany or any of its Subsidiaries, contractand no securities or obligations, taxesevidencing such rights are authorized, statutory liability and otherwise in some jurisdictions to the extent such claims are issued or outstanding. Parent does not satisfied by Wellsford. There are no have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford having which have the right to vote (or, except as referred to in this subsection (c), convertible into or convertible into, or exchangeable for, exercisable for securities having the right to vote) with the stockholders of Parent on any matters on which shareholders of Wellsford may votematter. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (a) The authorized shares of beneficial interest of Wellsford EOP consist of 750,000,000 EOP Common Shares, 248,812,828 of which were issued and outstanding as of January 31, 2000, and 100,000,000 preferred shares of beneficial interest, 18,562,900 of which 4,600,000 are Series A Cumulative Convertible Preferred Shares were issued or outstanding as of Beneficial InterestJanuary 31, $.01 par value per share 2000 (collectively, the "Wellsford Series A EOP Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of SCHEDULE 3.3(B) to the Wellsford EOP Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares EOP's shares of beneficial interest granted under the 1992 Employee Share Option Plan, Long-Term Management Incentive Plan, and Restricted Share Plan or any other formal or informal arrangement (collectively, the "Wellsford EOP Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (ivii) each loan made by Wellsford with respect all other warrants or other rights to acquire EOP's shares of beneficial interest, all share appreciation rights, phantom shares, dividend equivalents, performance units and performance shares which are outstanding on the date of this Agreement. SCHEDULE 3.3(B) to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford EOP Disclosure Letter sets forth the name of the granteeEOP Options granted to EOP's Chief Executive Officer and four other most highly compensated officers, the date of the each grant, the status of the option each EOP Option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford EOP Common Shares subject to such optioneach EOP Option, the number and type of shares EOP's Common Shares subject to options EOP Options that are currently exercisable, the exercise price per share, those options granting reload options, and the number and type of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 3.3 or Schedule 2.3 of in SCHEDULE 3.3(B) to the Wellsford EOP Disclosure Letter, no shares of beneficial interest of EOP were outstanding or other voting securities of Wellsford were issued, reserved for issuance, or outstandingissuance (except for EOP Common Shares reserved for issuance upon redemption of EOP OP Units). (c) All outstanding shares of beneficial interest of Wellsford EOP are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford EOP having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford EOP may vote. (d) Except (i) as set forth in this Section 2.3 3.3 or in Schedule 2.3 of SCHEDULE 3.3(D) to the Wellsford EOP Disclosure LetterLetter and (ii) EOP OP Units, which may be redeemed for EOP Common Shares, as of the date of this Agreement Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford EOP or any Wellsford EOP Subsidiary is a party or by which such entity is bound, obligating Wellsford EOP or any Wellsford EOP Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford EOP or any Wellsford EOP Subsidiary or obligating Wellsford EOP or any Wellsford EOP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford EOP or a Wellsford an EOP Subsidiary). (e) As of January 31, 2000, 282,476,889 EOP OP Units, 8,000,000 8.98% Series A Preferred Units of Limited Partnership Interest, 6,000,000 5.25% Series B Preferred Units of Limited Partnership Interest, and 4,562,900 8 5/8% Series C Preferred Units of Limited Partnership Interest (collectively, the "EOP Preferred Units") are validly issued and outstanding, fully paid and nonassessable and not subject to preemptive rights, of which 248,812,828 EOP OP Units and all of the EOP Preferred Units are owned by EOP and EOP Subsidiaries. SCHEDULE 3.3(E) to the EOP Disclosure Schedule sets forth the name of each holder of EOP OP Units and the number of EOP OP Units owned by each such holder as of the date of this Agreement. The EOP OP Units and EOP Preferred Units are subject to no restrictions except as set forth in the EOP Partnership Agreement. EOP Partnership has not issued or granted and is not a party to any outstanding commitments of any kind relating to, or any presently effective agreements or understandings with respect to, interests in EOP Partnership, whether issued or unissued, or securities convertible or exchangeable into interests in EOP Partnership. (f) All dividends on EOP Common Shares and all distributions on EOP OP Units and EOP Preferred Units, which have been declared prior to the date of this Agreement have been paid in full, except that the dividends payable on EOP Common Shares (along with the corresponding distributions payable on EOP OP Units) which were declared on February 1, 2000 and are payable on April 14, 2000 have not yet been paid. (g) The EOP Common Shares and the EOP Preferred Shares to be issued by EOP, and the EOP OP Units to be issued by the EOP Partnership pursuant to this Agreement have been duly authorized for issuance, and upon issuance will be duly and validly issued, fully paid and nonassessable.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 27,000,000 Shares and 3,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestPreferred Stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $.0001 per share ("Wellsford Company Preferred Stock"), of which 140,000 shares have been designated as "Series A Participating Preferred Stock" (the "Series A Preferred SharesStock"). (b) At the close of business on July 23, and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, 1999: (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred 12,752,855 Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment no shares of Company Preferred Stock were issued and Share Purchase Plan of Wellsford, outstanding; (iii) 979,325 Wellsford Common no Shares were issuable upon exercise held in the treasury of outstanding options to purchase Wellsford Common Shares, the Company or by Subsidiaries of the Company; (iv) 582,900 Wellsford Common 422,085 Shares were reserved for issuance upon the exercise of outstanding vested and exercisable stock options which may be granted issued under the 1992 Share Company's 1995 Stock Option/Stock Issuance Plan, as amended (the "Company Stock Option Plan, "); (v) 750,000 Wellsford Common 667,779 Shares were reserved for issuance upon the exercise of outstanding unvested stock options issued under the Long-Term Management Incentive Plan of Wellsford, and Company Stock Option Plan; (vi) a sufficient number of Wellsford Common 159,632 Shares were reserved for issuance and unissued pursuant to permit the conversion Company's Employee Stock Purchase Plan, as amended (the "Company Stock Purchase Plan"); (vii) 80,000 Shares were reserved for issuance upon the exercise of the then outstanding Wellsford Series A Preferred Shares. Warrant dated September 30, 1998 issued to Xxxxxx X. Xxxxx (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford OptionsXxxxx Warrant"); and (iiviii) each grant of Wellsford Common 45,000 Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result were reserved for issuance upon the exercise of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect Warrant dated September 30, 1998 issued to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement Alessandro Chiabera (the "Share Loan and Acquisition AgreementsChiabera Warrant" and, together with the Xxxxx Warrant, the "Warrants"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 4.2 of the Wellsford Disclosure Letter, Company Letter contains a correct and complete list as of the date of this Agreement of each outstanding option to purchase Shares issued under the Company Stock Option Plan (collectively, the "Company Stock Options"), including the holder, date of grant, exercise price and number of shares of Company Common Stock subject thereto and whether the option is vested and exercisable. (d) Except for the Company Stock Options, the Company Stock Purchase Plan, the Warrants, the rights to purchase shares of the Series A Preferred Stock (the "Rights") issued pursuant to the Rights Agreement dated as of December 6, 1996, as amended October 22, 1998 (as so amended, the "Rights Agreement"), between the Company and Registrar and Transfer Company, as Rights Agent, and the rights (the "Company Option") of Parent under the Master Agreement dated August 10, 1998, as amended December 21, 1998, between Parent and the Company, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Wellsford the Company or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity any of them is bound, bound obligating Wellsford the Company or any Wellsford Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests capital stock of Wellsford the Company or any Wellsford Subsidiary of its Subsidiaries or obligating Wellsford the Company or any Wellsford Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, right or agreement, arrangement and there are no outstanding contractual rights to which the Company or undertaking any of its Subsidiaries is a party the value of which is based on the value of Shares. Except as set forth in Section 4.2 of the Company Letter, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of or any equity interests in any Subsidiary. (e) Each outstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 4.2 of the Company Letter, each such share is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other than encumbrances of any nature whatsoever. (f) The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to Wellsford vote (or a Wellsford Subsidiary)which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capital Structure. (a) The authorized shares of beneficial interest capital stock of Wellsford Seller consist of 100,000,000 150,000,000 shares of beneficial interestcommon stock, $0.01 par value per share, of which 4,600,000 37,929,477 shares are Series A Cumulative Convertible Preferred Shares issued and outstanding as of Beneficial InterestJune 30, $.01 par value per share 1999 (the "Wellsford Series A Preferred Seller Common Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares 10,000,000 shares of Beneficial Interestpreferred stock, $.01 0.01 par value per share share, of which 250,000 are issued and outstanding as of the date hereof and are designated as Class A Cumulative Convertible Preferred Stock (the "Wellsford Series B Seller Preferred Shares"). On January 14Since June 30, 19971999, no Seller Common Shares have been issued. As of the date hereof, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford 2,400,000 Seller Common Shares have been reserved for issuance under the Dividend Reinvestment and Share Purchase 1994 Stock Incentive Plan of WellsfordSeller (the "Seller 1994 Incentive Plan"), under which options in respect of 1,690,640 Seller Common Shares have been granted and are outstanding as of the date hereof, (iiiii) 979,325 Wellsford 150,900 Seller Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were have been reserved for issuance under the Long-Term Management Incentive 1994 Directors Plan of WellsfordSeller (the "Seller Director Plan"), under which options in respect of 30,000 Seller Common Shares have been granted and are outstanding on the date hereof, (iii) 15,900 Seller Common Shares have been reserved for issuance under the 1997 Supplemental Stock Option Plan of Seller (the "Seller 1997 Supplemental Plan"), under which options in respect of 9,300 Seller Common Shares have been granted and are outstanding on the date hereof, (iv) 2,072,250 Seller Common Shares are reserved for issuance upon conversion of Seller Common OP Units, (v) 1,699,605 Seller Common Shares are reserved for issuance upon conversion of the Seller Preferred Shares, and (vi) a sufficient number of Wellsford 464,042 Seller Common Shares were are reserved for issuance to permit upon exercise of warrants of Seller of which warrants for the conversion purchase of the then outstanding Wellsford Series A Preferred Shares17,042 Seller Common Shares have been issued and are outstanding. (b) Set forth in Schedule 2.3 Section 2.3(b) of the Wellsford Seller Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Seller Common Shares granted under the 1992 Share Option Plan, Long-Term Management Seller 1994 Incentive Plan, Seller Director Plan and Seller 1997 Supplemental Plan (collectively, the "Seller Plans") or any other formal or informal arrangement ("Wellsford Seller Options"); (ii) each grant of Wellsford Seller Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants")forfeiture; (iii) any obligation all agreements for the issuance of Wellsford warrants or to issue Wellsford purchase Seller Common Shares as a result and the number of shares which would be issuable upon the transactions contemplated hereby ("Change in Control Share Grants"); exercise of such warrants or agreements, and (iv) each loan made by Wellsford with respect all other rights to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsfordacquire stock, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share all limited stock appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of , phantom stock, dividend equivalents, performance units and performance shares granted under the Wellsford Subsidiaries who Seller Plans which are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letterhereof. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter2.3, no shares of beneficial interest capital stock of Seller were outstanding or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford Seller are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford Seller having the right under applicable law or Seller's Charter or bylaws to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford Seller may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford Seller or any Wellsford Seller Subsidiary is a party or by which any such entity is bound, obligating Wellsford Seller or any Wellsford Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interestcapital stock, voting securities or other ownership interests of Wellsford Seller or any Wellsford Seller Subsidiary or obligating Wellsford Seller or any Wellsford Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford Seller or a Wellsford Seller Subsidiary). There are no outstanding obligations of Seller or any Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of stock of Seller or shares of stock or other ownership interests of any Seller Subsidiary.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of 120,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 10,000,000 shares of beneficial interestpreferred stock, par value $1.00 per share (the "Parent Preferred Stock"), of which 4,600,000 are 1,750,000 shares of Parent Preferred Stock have been designated as ESOP Preferred Shares (the "Parent ESOP Preferred Shares") and 450,000 ESOP Preferred Shares remain designated as such, and 250,000 shares of Parent Preferred Stock have been designated as Series A Participating Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share Stock (the "Wellsford Parent Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January 14As of the close of business on April 30, 19972002, (i) 17,111,937 Wellsford 46,883,701 shares of Parent Common SharesStock were issued and outstanding, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B (ii) no shares of Parent ESOP Preferred Shares were issued and outstanding, (iiiii) 1,000,000 Wellsford Common Shares have been 250,000 shares of Parent Series A Preferred Stock were reserved for issuance in connection with the Dividend Reinvestment and Share Purchase Plan of Wellsford, rights (iiithe "Parent Rights") 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Sharesshares of Parent Series A Preferred Stock issued pursuant to the Rights Agreement dated as of February 27, 1996 (the "Parent Rights Agreement"), between Parent and Chemical Mellon Shareholder Services, L.L.C., (iv) 582,900 Wellsford 8,065,080 shares of Parent Common Shares Stock were reserved for issuance upon pursuant to the exercise 1988 Stock Option Plan for Key Employees, the 1996 Stock Option Plan for Key Employees, the Parent 1991 Long Term Incentive Plan, the 2000 Long Term Incentive Plan, the 2001 Performance Share Program, the 1997 Stock Plan for Non-Employee Directors, the Employee Deferral Plan, the Monarch Brass & Copper Corp. Deferral Plan and the Olin Contributing Employee Ownership Plan (such plans, collectively, the "Parent Stock Plans") and (v) 5,406,260 shares of Parent Common Stock were subject to outstanding options which may be or other rights to purchase shares of Parent Common Stock granted under the 1992 Share Option Plan, Parent Stock Plans (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Parent Stock Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares . Except as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsfordabove, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date close of the Wellsford Disclosure Letter. On the date of this Agreementbusiness on April 30, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter2002, no shares of beneficial interest capital stock of, or other equity or voting interests in, Parent or options, warrants or other rights to acquire any such stock, securities of Wellsford or interests were issued, reserved for issuanceissuance or outstanding. During the period from April 30, 2002, 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 outstanding. 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 (cB) except for issuances of Parent Stock Options to employees in the ordinary course of business, 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, other than rights that may have arisen under the Parent Stock Plans. All outstanding shares of beneficial interest Parent Common Stock are, and all shares that may be issued pursuant to the Parent Stock Plans or in connection with the Merger will be, when issued in accordance with the terms thereof or the terms of Wellsford are this Agreement, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There there are no bonds, debentures, notes or other indebtedness of Wellsford 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 matters on which shareholders of Wellsford Parent or any of its Subsidiaries may vote. (d) . Except as set forth in this Section 2.3 above or in Schedule 2.3 of the Wellsford Disclosure Letteras otherwise contemplated herein, as of the date of this Agreement Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity is bound, obligating Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is bound obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, issued delivered or sold, additional shares of beneficial interestcapital stock of, voting securities or other ownership equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of Wellsford capital stock of, or other equity or voting interests in, Parent or any Wellsford Subsidiary of its Subsidiaries or obligating Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or Contract. Except as set forth above, commitmentas of the date of this Agreement, agreementthere are not outstanding contractual obligations of Parent or any of its Subsidiaries to (1) repurchase, arrangement redeem or undertaking otherwise acquire any shares of capital stock of, or other equity or voting interests in, Parent or any of its Subsidiaries or (2) vote or dispose of any shares of capital stock of, or other than equity or voting interests in, Parent or any of its Subsidiaries. As of the date of this Agreement, there are no irrevocable proxies and no voting agreements to Wellsford which Parent is a party with respect to any shares of the capital stock of, or a Wellsford Subsidiary)other equity or voting interests in, Parent or any of its Subsidiaries.

Capital Structure. (a) The authorized shares As of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except the authorized capital stock of Parent consists of (i) 100,000,000,000 shares of Parent Common Stock and (ii) 2,000,000 shares of Parent Preferred Stock. As of the close of business on April 16, 2007, there were: (i) 3,535,358 shares of Parent Common Stock issued and outstanding; (ii) no shares of Parent Preferred Stock issued and outstanding, (iii) 163 shares of Parent Common Stock held in the treasury of Parent; (iv) 75,146 shares of Parent Common Stock reserved for issuance upon exercise of options available for grant pursuant to Parent's stock option plans (collectively, the "Parent Stock Plans"); (v) 1,888,704 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; (vi) warrants representing the right to purchase 4,826,517 shares of Parent Common Stock; (vii) 6,457,544 shares of Parent Common Stock reserved for issuance upon conversion of Parent Voting Debt; and (viii) 31,985 shares of Parent Common Stock reserved for capitalized interest on Parent Voting Debt. Except as set forth in this Section 2.3 or Schedule 2.3 above, as of the Wellsford Disclosure Letterclose of business on April 16, 2007 there were no shares of beneficial interest capital stock or other voting equity securities of Wellsford were Parent issued, reserved for issuance, issuance or outstanding. (c) . All outstanding shares of beneficial interest capital stock of Wellsford are Parent are, and all shares which may be issued as described above shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The shares of Parent Common Stock to be issued in connection with the Merger (x) shall, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that and (y) shall be issued in compliance in all material respects with all applicable federal and state securities laws and applicable rules and regulations promulgated thereunder. As of the shareholders may Effective Time of the Merger, the Board of Directors of Parent shall have reserved for issuance a number of shares of Parent Common Stock as is required by the Company Warrants to be subject assumed by Parent pursuant to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by WellsfordSection 2.03. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 3.02(b) of the Wellsford Parent Disclosure LetterSchedule, there is no outstanding Voting Debt of Parent. Except as set forth above and in the Rights Agreement, dated as of October 31, 2001, between Parent and the date of this Agreement American Stock Transfer & Trust Company, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary Parent is a party or by which such entity it is bound, bound obligating Wellsford or any Wellsford Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, capital stock or other equity or voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary Parent or obligating Wellsford or any Wellsford Subsidiary Parent to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to Wellsford repurchase, redeem or a Wellsford Subsidiary)otherwise acquire or make any payment in respect of any shares of capital stock of Parent. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien, and as of the Closing Date, all the issued and outstanding shares of the common stock of Merger Sub shall be owned by Parent free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of Parent consists of 96,000,000 Parent Common Shares, 1,357,299 shares of beneficial interest of Wellsford consist of 100,000,000 voting preferred shares, without par value (“Parent Voting Preferred Shares”), and 1,000,000 shares of beneficial interestnon-voting preferred shares, without par value (“Parent Non-Voting Preferred Shares” and, together with the Parent Common Shares and the Parent Voting Preferred Shares, the “Parent Capital Stock”). At the close of which 4,600,000 are Series A business on July 7, 2017 (the “Capitalization Date”), (i) 42,173,872 Parent Common Shares were issued and outstanding (including Parent Common Shares subject to vesting restrictions and/or forfeiture back to Parent) and no Parent Common Shares were held in the treasury of Parent, (ii) 155,250 Parent Voting Preferred Shares designated as 6 3/4% Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A “6 3/4% Preferred Shares"), ”) were issued and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997outstanding, (iiii) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B no Parent Non-Voting Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford 4,751,055 Parent Common Shares were reserved and available for issuance upon pursuant to the exercise Parent Stock Plans, of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford 1,701,055 Parent Common Shares were reserved for issuance under outstanding Parent Stock Options, Parent SARs and Parent RSUs (assuming settlement of outstanding awards based on maximum achievement of any applicable performance goals) (collectively, the Long“Parent Stock-Term Management Incentive Plan of Wellsford, Based Awards”) and (viv) a sufficient number of Wellsford 2,301 Parent Common Shares were payable pursuant to the Parent Deferred Compensation Plan for Outside Directors (the “Parent Deferred Compensation Plan for Outside Directors”). Except as set forth in this Section 3.03(a), at the close of business on the Capitalization Date, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. From the close of business on the Capitalization Date to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 there have been no issuances by Parent of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or voting securities of, or other voting securities equity interests in, Parent other than the issuance of Wellsford were issuedParent Common Shares (A) upon the exercise of Parent Stock Options outstanding at the close of business on the Capitalization Date, reserved for issuance(B) upon the vesting and settlement of Parent RSUs outstanding at the close of business on the Capitalization Date, or outstanding(C) pursuant to the Parent Deferred Compensation Plan for Outside Directors, in each case in accordance with their terms in effect on the Capitalization Date. (cb) All outstanding shares of beneficial interest of Wellsford are Parent Capital Stock and all such shares that may be issued pursuant to the instruments or plans described in Section 3.03(a) are, or will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Ohio General Corporation Law (the “OGCL”), the Parent Articles, the Parent Regulations or any Contract to which Parent is a party or otherwise bound. The Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the OGCL, the Parent Articles, the Parent Regulations or any Contract to which Parent is a party or otherwise bound. Except as set forth in this Section 3.03, as of the close of business on the Capitalization Date, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) except as required by the terms of the 6 3/4% Preferred Shares, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (ii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, or (iii) any rights issued by or other obligations of Parent or any Parent Subsidiary that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise are linked in some jurisdictions any way to the extent such claims price of any class of Parent Capital Stock or any shares of capital stock or voting securities of, or other equity interests in, any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary. Except as set forth above in this Section 3.03 or in connection with Parent Stock-Based Awards, as of the close of business on the Capitalization Date, there are not satisfied by Wellsfordany outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. There Except as set forth above in this Section 3.03, there are no bonds, debentures, notes or other indebtedness Indebtedness of Wellsford having Parent that have or by their terms may have at any time the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford Parent may vote. vote (d) Except as set forth in this Section 2.3 or in Schedule 2.3 “Parent Voting Debt”). Neither Parent nor any of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or by voting securities of, or other equity interests in, Parent. Except for this Agreement, neither Parent nor any of the Parent Subsidiaries is a party to any agreement pursuant to which such entity any Person is boundentitled to elect, obligating Wellsford designate or nominate any director of Parent or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)the Parent Subsidiaries.

Capital Structure. (a) The authorized shares capital stock of beneficial interest SJW consists of Wellsford consist 36,000,000 SJW Common Shares and 1,000,000 preferred shares, par value $0.001 per share (the “SJW Preferred Shares” and, together with the SJW Common Shares, the “SJW Capital Stock”). At the close of 100,000,000 shares business on March 12, 2018: (i) (v) 20,585,018 SJW Common Shares were issued and outstanding, none of beneficial interestwhich were subject to vesting or other forfeiture conditions or repurchase by SJW, (w) no SJW Common Shares were held in SJW’s treasury, (x) 295,887 SJW Common Shares were reserved and available for issuance pursuant to the SJW’s 2014 Employee Stock Purchase Plan (the “SJW ESPP”), (y) 890,179 SJW Common Shares were reserved and available for issuance pursuant to the SJW Stock Plan, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares (1) 66,538 shares were issuable upon vesting of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), SJW Restricted Share Units and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997SJW Performance Share Units, (i2) 17,111,937 Wellsford 7,000 shares were deliverable pursuant to the terms of vested and deferred SJW Restricted Share Units (the “SJW Deferred Share Units”) and (3) 118,195 deferred SJW Common Shares, 3,999,800 Wellsford Series A Preferred including deferred SJW Common Shares with dividend equivalent rights convertible into deferred SJW Common Shares, were deliverable subject to and 2,300,000 Wellsford Series B upon the terms of applicable deferral elections (the “SJW Deferred Shares”); and (ii) no SJW Preferred Shares were issued and outstanding. Except as set forth in this Section 3.03(a), (ii) 1,000,000 Wellsford Common Shares have been reserved for at the Dividend Reinvestment and Share Purchase Plan close of Wellsfordbusiness on March 12, (iii) 979,325 Wellsford Common Shares 2018, no shares of capital stock or voting securities of, or other equity interests in, SJW were issuable upon exercise of outstanding options to purchase Wellsford Common Sharesissued, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon or outstanding. From the exercise close of options which may be granted under the 1992 Share Option Planbusiness on March 12, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford2018, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth there have been no issuances by SJW of shares of capital stock or voting securities of, or other equity interests in, SJW, other than upon the settlement of SJW Restricted Share Units and SJW Performance Share Units, in this Section 2.3 or Schedule 2.3 each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (b) The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the Wellsford Disclosure Letterissued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by SJW or a direct or indirect wholly owned Subsidiary of SJW. Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no shares assets, liabilities or obligations of beneficial interest or any nature other voting securities of Wellsford were issued, reserved for issuance, or outstandingthan those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement. (c) All outstanding shares of beneficial interest of Wellsford are The SJW Common Shares constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any provision of the General Corporation Law of the State of Delaware (the “DGCL”) or other Law, the SJW Charter, the SJW Bylaws or any Contract to preemptive rightswhich SJW or any SJW Subsidiary is a party or otherwise bound. (d) All outstanding shares of SJW Capital Stock issuable upon the exercise of purchase rights under the SJW ESPP or upon the settlement of SJW Restricted Share Units, except SJW Performance Share Units, SJW Deferred Share Units and SJW Deferred Shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any provision of the DGCL or other Law, the SJW Charter, the SJW Bylaws or any Contract to which SJW or any SJW Subsidiary is a party or otherwise bound (including the SJW Stock Plan). Except as set forth above in this Section 3.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no outstanding obligations of SJW or any SJW Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary or any securities of SJW or any SJW Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary, (y) any warrants, calls, options or other rights to acquire from SJW or any SJW Subsidiary, or any other obligation of SJW or any SJW Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary or (z) any rights issued by or other obligations of SJW or any SJW Subsidiary that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise are linked in some jurisdictions any way to the extent such claims price of any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary, the value of SJW, any SJW Subsidiary or any part of SJW or any SJW Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary. Except pursuant to the SJW Stock Plan, there are not satisfied by Wellsfordany outstanding obligations of SJW or any SJW Subsidiary to repurchase, redeem or otherwise acquire any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, debentures, notes or other indebtedness Indebtedness of Wellsford SJW having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford SJW may vote. vote (d) collectively, “SJW Voting Debt”). Except as set forth in this Section 2.3 or in Schedule 2.3 of for the Wellsford Disclosure LetterVoting Agreements, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of neither SJW nor any kind to which Wellsford or any Wellsford SJW Subsidiary is a party to any voting agreement with respect to the voting of any capital stock or by voting securities of, or other equity interests in, SJW. Except for this Agreement, neither SJW nor any SJW Subsidiary is a party to any agreement pursuant to which such entity any Person is boundentitled to elect, obligating Wellsford designate or nominate any director of SJW or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford SJW Subsidiary).

Capital Structure. (a) The authorized capital stock of Parent consists of 1,100,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 25,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $1.00 per share ("Wellsford Series A Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On At the close of business on January 1431, 1997, (i) 17,111,937 Wellsford 607,377,291 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment 3,600,000 shares of Parent Preferred Stock, all denominated as Series C Conversion 45 41 Preferred Stock, were issued and Share Purchase Plan of Wellsfordoutstanding, (iii) 979,325 Wellsford 3,152,752 shares of Parent Common Shares Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Sharesheld by Parent in its treasury, (iv) 582,900 Wellsford 88,147,350 shares of Parent Common Shares Stock were reserved for issuance pursuant to Parent's 1993 Long Term Incentive Plan, Parent's 1991 Long Term Incentive Plan, Parent's 1984 Long Term Incentive Plan and Parent's Deferred Compensation and Stock Plan for Directors and other stock-based plans and agreements (the "Parent Stock Plans"), (v) 36,000,000 shares of Parent Common Stock were reserved for issuance upon conversion of the exercise Series C Conversion Preferred Stock and (vi) 5,000,000 shares of options which may be granted under Parent Preferred Stock, all denominated as Series A Participating Preferred Stock (subject to increase and adjustment as set forth in the 1992 Share Option Plan, Rights Agreement (vas defined below) 750,000 Wellsford Common Shares and the Certificate of Designations attached as an exhibit thereto) were reserved for issuance under in connection with the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement rights (the "Share Loan Rights") to purchase shares of Parent Preferred Stock pursuant to the Rights Agreement dated as of December 28, 1995, between Parent and Acquisition AgreementsFirst Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except Except as set forth in this Section 2.3 or Schedule 2.3 above, at the close of the Wellsford Disclosure Letterbusiness on January 31, 1997, no shares of beneficial interest capital stock or other voting securities of Wellsford Parent were issued, reserved for issuance, issuance or outstanding. (c) . All outstanding shares of beneficial interest capital stock of Wellsford are Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. At the close of business on January 31, except that the shareholders may be subject to further assessment with respect to certain claims for tort1997, contractthere were no notes, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes debentures or other indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford Parent may vote. (d) . Except as set forth in above or as otherwise contemplated by this Section 2.3 or in Schedule 2.3 Agreement, at the close of the Wellsford Disclosure Letterbusiness on January 31, as of the date of this Agreement 1997, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary Parent is a party or by which such entity it is bound, bound obligating Wellsford or any Wellsford Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, capital stock or other voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary Parent or obligating Wellsford or any Wellsford Subsidiary Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).or

Capital Structure. (a) The authorized capital stock of CTWS consists of (i) 25,000,000 CTWS Common Shares, (ii) 50,000 shares of beneficial interest of Wellsford consist of 100,000,000 cumulative preferred stock, $16 par value (“CTWS $16 Par Preferred Shares”), (iii) 15,000 shares of beneficial interestcumulative preferred stock, $20 par value (“CTWS $20 Par Preferred Shares”), (iv) 400,000 shares of cumulative preferred stock, $25 par value (“CTWS $25 Par Preferred Shares”), and (v) 1,000,000 shares of preference stock, $1 par value (“CTWS $1 Par Preference Shares”) ((ii) though (v), collectively, the “CTWS Preferred Shares”, and together with the CTWS Common Shares, the “CTWS Capital Stock”). At the close of business on March 12, 2018: (i) (w) 11,861,315 CTWS Common Shares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS, (x) no CTWS Common Shares were held in CTWS’s treasury, (y) 295,895 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Dividend Reinvestment Plan, and (z) 221,343 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Stock Plans, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares 22,071 shares were issuable upon the vesting of Beneficial Interest, outstanding CTWS Restricted Share Units and CTWS Performance Share Units; (ii) (x) 29,499 CTWS $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B 16 Par Preferred Shares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (iiy) 1,000,000 Wellsford Common no CTWS $16 Par Preferred Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, were held in CTWS’s treasury; (iii) 979,325 Wellsford Common (x) 15,000 CTWS $20 Par Preferred Shares were issuable upon exercise issued and outstanding, none of outstanding options which were subject to purchase Wellsford Common Shares, vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $20 Par Preferred Shares were held in CTWS’s treasury; (iv) 582,900 Wellsford Common (x) no CTWS $25 Par Preferred Shares were issued and outstanding and (y) no CTWS $25 Par Preferred Shares were held in CTWS’s treasury; and (v) (x) no CTWS $1 Par Preference Shares were issued and outstanding and (y) no CTWS $1 Par Preference Shares were held in CTWS’s treasury. Except as set forth in this Section 4.03(a), at the close of business on March 12, 2018, no shares of capital stock or voting securities of, or other equity interests in, CTWS were issued, reserved for issuance upon or outstanding. From the exercise close of options which may be granted under the 1992 Share Option Planbusiness on March 12, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford2018, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 there have been no issuances by CTWS of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or voting securities of, or other voting securities equity interests in, CTWS, other than the issuance of Wellsford were issuedCTWS Common Stock upon the settlement of CTWS Restricted Share Units and CTWS Performance Share Units in each case outstanding at the close of business on March 12, reserved for issuance2018, or outstandingand in accordance with their terms in effect at such time. (cb) All outstanding shares of beneficial interest CTWS Capital Stock are, and all shares of Wellsford are CTWS Capital Stock that may be issued upon the settlement of CTWS Performance Share Units will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any provision of the CBCA or other Law, the CTWS Charter, the CTWS Bylaws or any Contract to preemptive rightswhich CTWS or any CTWS Subsidiary is a party or otherwise bound (including the CTWS Stock Plans). Except as set forth above in this Section 4.03 or pursuant to this Agreement, except there are not issued, reserved for issuance or outstanding, and there are no outstanding obligations of CTWS or any CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities of CTWS or any CTWS Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, (y) any warrants, calls, options or other rights to acquire from CTWS or any CTWS Subsidiary, or any other obligation of CTWS or any CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or (z) any rights issued by or other obligations of CTWS or any CTWS Subsidiary that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise are linked in some jurisdictions any way to the extent such claims price of any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, the value of CTWS, any CTWS Subsidiary or any part of CTWS or any CTWS Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary. Except pursuant to the CTWS Stock Plans, there are not satisfied by Wellsfordany outstanding obligations of CTWS or any CTWS Subsidiary to repurchase, redeem or otherwise acquire any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, debentures, notes or other indebtedness Indebtedness of Wellsford CTWS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford CTWS may vote. vote (d) collectively, “CTWS Voting Debt”). Neither CTWS nor any CTWS Subsidiary is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, CTWS. Except as set forth in for this Section 2.3 Agreement, neither CTWS nor any CTWS Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or in Schedule 2.3 nominate any director of the Wellsford Disclosure LetterCTWS or any CTWS Subsidiary. All CTWS Restricted Share Units, CTWS Performance Share Units and CTWS Performance Cash Units outstanding as of the date of this Agreement there are no may, pursuant to their terms, be treated in accordance with Section 6.05. (c) Section 4.03(c) of the CTWS Disclosure Letter sets forth a true and complete list of all CTWS Restricted Share Units, CTWS Performance Share Units, and CTWS Performance Cash Units outstanding securitiesas of March 12, options2018, warrantssetting forth the holder’s participation identification number, callsthe number of shares (as applicable) subject to each award, rightsthe grant date and vesting schedule with respect to each award, commitments, agreements, arrangements the plan under which each such award was granted and whether such award is subject to any deferral or undertakings is otherwise subject to Section 409A of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)the Code.

Capital Structure. (a) The authorized shares capital of beneficial interest the Company consists of Wellsford consist of 100,000,000 shares of beneficial interest, (A) 500,000,000 Common Shares of which 4,600,000 157,546,793 are Series issued and outstanding on the date hereof, (B) 500,000,000 Class A Cumulative Convertible Preferred Shares non-voting common shares, none of Beneficial Interestwhich are issued or outstanding on the date hereof, $.01 par value per share ("Wellsford Series C) 500,000,000 Class A Preferred Shares")preferred shares, none of which are issued or outstanding on the date hereof, and 2,300,000 (D) 500,000,000 Class B preferred shares, none of which are Series B Cumulative Redeemable Preferred Shares issued or outstanding on the date hereof. All of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were the issued and outstanding, (ii) 1,000,000 Wellsford outstanding Common Shares have been reserved for duly authorized and are validly issued, fully paid and non-assessable. (b) On the Dividend Reinvestment and Share Purchase Plan of Wellsforddate hereof, (iii) 979,325 Wellsford there are 23,632,019 Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Stock Option Plan of Wellsford, and (vithere are 7,838,016 Options outstanding. Section 2(b) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Company Disclosure Letter sets forth a complete and accurate list of Options issued and outstanding on the name of date hereof, including, with respect to each such Option, a unique identifier for the granteeholder, the date of the grant, status the type of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisableOption, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grantShare, the number of Wellsford Common Shares originally granted subject to such option Option (as adjusted to reflect all splits, combinations, share dividends and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loanother adjustments), the number of shares originally pledged as security for each loan Common Shares that remain subject to the number of shares that have been released from such pledge Option and the outstanding loan balance as expiration date. Each Option has been granted with an exercise price no less than the fair market value of the underlying shares on the date of grant. All grants of Options were validly issued and properly approved by the Wellsford Disclosure Letter. On Board of Directors or a duly authorized committee thereof no later than the date on which the grant of this Agreement, except as set forth such Option was by its terms to be effective in this Section 2.3 or Schedule 2.3 accordance with all applicable Laws and all required approvals by the Shareholders were timely obtained. Upon any issuance of any Common Shares in accordance with the terms of the Wellsford Disclosure LetterStock Option Plan, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are such Common Shares will be duly authorized, validly issued, fully paid and nonassessable non-assessable. (c) On the date hereof, there are 7,366,418 Common Shares reserved for issuance under the Warrants. Section 2(c) of the Company Disclosure Letter sets forth a complete and not subject to preemptive rightsaccurate list of Warrants issued and outstanding on the date hereof, except that including a unique identifier for the shareholders may holder, the date of grant, term, number of Common Shares and exercise price. Each Warrant has been granted with an exercise price no less than the fair market value of the underlying shares on the date of grant. Upon any issuance of any Common Shares in accordance with the terms of the Warrants, such Common Shares will be subject to further assessment duly authorized, validly issued, fully paid and non-assessable. (d) On the date hereof, there are 180,000 SARs outstanding. Section 2(d) of the Company Disclosure Letter contains a complete and accurate list of the SARs issued and outstanding as of the date hereof, including, with respect to certain claims each such SAR, a unique identifier for tortthe holder, contractthe date of grant, taxesthe Base Price per Common Share subject to such SAR, statutory liability the number of Common Shares covered by such SAR at the time of grant (as adjusted to reflect all splits, combinations, share dividends and otherwise in some jurisdictions other adjustments), the number of Common Shares then remaining covered by such SAR, the vesting schedule (including a description of all applicable accelerated vesting provisions) and the expiration date. Each SAR has been granted with a Base Price no less than the fair market value of the underlying Common Shares on the date of grant. No Common Shares will be issued upon settlement of any SARs. All grants of SARs were validly issued and properly approved by the Board of Directors. (e) Except as set forth above and except for the SRP Rights issued pursuant to the extent such claims Shareholder Rights Plan, there are not satisfied no outstanding (A) shares of, or other equity or voting interests in, the Company, (B) Convertible Securities or other securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of, or other equity or voting interest in, the Company, (C) options, share appreciation rights, warrants, restricted share units, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of, or other equity or voting interest in, the Company, (D) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (A), (B), (C) and (D), together with the shares of the Company, the options, the warrants and the SARs being referred to collectively as “Company Securities”) or (E) other obligations by Wellsfordthe Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. There are no Contracts which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Securities. (f) None of the Company or any of its Subsidiaries (A) is a party to any agreement with respect to the voting of, restricting the transfer of, or granting preemptive rights, anti-dilutive rights, rights of first refusal or similar rights with respect to, any securities of the Company (other than this Agreement and the Voting Support Agreements) or (B) has any contractual obligation to file a prospectus or registration statement under Applicable Securities Laws, in respect of any securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the Shareholders on any matters on which shareholders of Wellsford may votematter. (dg) Except as set forth in this Section 2.3 or in Schedule 2.3 The aggregate value of the Wellsford assets of the Company and its Subsidiaries, calculated in the manner prescribed by the Investment Canada Act, is less than Cdn.$330 million and neither the Company nor its Subsidiaries carry on a cultural business (as such term is defined in the Investment Canada Act). (h) Other than the SARs listed in Section 2(d) of the Company Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, or authorized share appreciation rights, commitmentsphantom shares, profit participation interests or other similar agreements, commitments or arrangements or undertakings of any kind payable in cash that relate to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sellthe shares of, or cause to be issuedother equity or voting interest in, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)the Company.

Capital Structure. (a) A) The authorized capital stock of Parent consists of 150,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interestcommon stock, $.01 .001 par value per share (the "Wellsford Series A Preferred SharesParent Common Stock"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares 5,000,000 shares of Beneficial Interestundesignated preferred stock, $.01 par value $.001 per share share, of Parent ("Wellsford Series B Preferred SharesPARENT AUTHORIZED PREFERRED STOCK"). On January 14, 1997, As of the date hereof: (i) 17,111,937 Wellsford 70,753,840 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford 1,433,639 shares of Parent Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, Stock were held by Parent in its treasury; (iii) 979,325 Wellsford no shares of Parent Common Shares Stock were issuable upon exercise held by subsidiaries of outstanding options to purchase Wellsford Common Shares, Parent; (iv) 582,900 Wellsford approximately 6,167,645 shares of Parent Common Shares Stock were reserved for issuance upon pursuant to the exercise stock-based plans identified in Section 4.2 of the Parent Disclosure Schedule (such plans, collectively, the "PARENT STOCK PLANS"), all of which are subject to outstanding employee stock options which may be or other rights to purchase or receive Parent Common Stock granted under the 1992 Share Option PlanParent Stock Plans (collectively, "PARENT EMPLOYEE STOCK OPTIONS"); (v) 750,000 Wellsford 9,107,143 shares of Parent Common Shares Stock are reserved for issuance pursuant to convertible notes and (vi) 17,237,696 shares of Parent Common Stock were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance pursuant to permit the conversion of the then outstanding Wellsford Series A Preferred Shareswarrants. (b) Set forth in Schedule 2.3 All outstanding shares of capital stock of Parent have been, and all shares thereof which may be issued pursuant to this Agreement or otherwise (including upon the conversion of the Wellsford Disclosure Letter Parent Series A Preferred Stock) will be, when issued, duly authorized and validly issued and are fully paid and nonassessable and are not subject to preemptive rights created by statute, the Parent's articles of incorporation or any agreement to which Parent is a true and complete list of the following: (i) each qualified party or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees by which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will Parent may be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements")bound. The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except Except as set forth in this Section 2.3 or Schedule 2.3 and except for changes since the date of this Agreement resulting from the Wellsford Disclosure Letterexercise of Parent's employee stock options outstanding on such date, there are outstanding (i) no shares of beneficial interest capital stock or other voting securities of Wellsford were issuedParent, reserved (ii) no securities of Parent convertible into or exchangeable for issuanceshares of capital stock or voting securities of Parent, and (iii) no options or outstandingother rights to acquire from Parent, and no obligation of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of Parent. (c) All outstanding Parent has a sufficient number of duly authorized but unissued shares of beneficial interest Parent Common Stock to issue the maximum number of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that such shares contemplated by Article II of this Agreement as the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may voteMerger Consideration. (d) Except as set forth in this on Section 2.3 or in Schedule 2.3 4.3(d) of the Wellsford Parent Disclosure LetterSchedule, no Person holds any registration rights in respect of Parent's capital stock or other securities which have not been satisfied in full as of the date Closing. (e) Section 4.3(e) of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings the Parent Disclosure Schedule sets forth all of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sellParent's indebtedness for borrowed money that is, or cause to be issuedmay become, delivered or sold, additional shares convertible into Parent's capital stock and that is outstanding as of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)the Closing.

Capital Structure. (a) The As of the date of this Agreement, the authorized shares share capital of beneficial interest Parent consists of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford unlimited number of Parent Common Shares and (ii) unlimited number of Senior Preferred Shares, without par value (the “Senior Preferred Shares”) and unlimited number of Junior Preferred Shares, without par value, (the “Junior Preferred Shares” and together, with the Senior Preferred Shares, collectively, the “Parent Preferred Shares” and, together with the Parent Common Shares, 3,999,800 Wellsford Series A Preferred the “Parent Capital Shares”). At the close of business on the Measurement Date: (A) 110,872,179 Parent Common Shares were issued and 2,300,000 Wellsford Series B outstanding and (B) no Parent Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for . Since the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On Measurement Date until the date of this Agreement, Parent has not issued any securities (including derivative securities) except for Parent Common Shares issued upon exercise or settlement of awards under the Parent Equity Plans as were outstanding at the close of business on the Measurement Date. (b) At the close of business on the Measurement Date, (i) there were (a) 78,513.20 Parent Common Shares subject to outstanding Parent RSU Awards, (b) 759,874.67 Parent Common Shares subject to outstanding Parent PSU Awards, assuming target achievement, (c) 126,328.17 Parent Common Shares subject to outstanding Parent DSU Awards and (d) 3,845,645 Parent Common Shares subject to Parent Option Awards; (ii) no Parent Common Shares remain available for issuance pursuant to Parent’s Amended and Restated Long Term Incentive Plan; (iii) 97,943.88 Parent Common Shares remain available for issuance pursuant to the Parent ESPP; and (iv) 9,935,637 Parent Common Shares remain available for issuance pursuant to the Parent Equity Plans. (c) Except as set forth in this Section 2.3 5.2(a) and Section 5.2(b), pursuant to the Parent Shareholder Rights Agreement, rights of holders of Parent equity awards to receive dividend equivalents, and for changes since the close of business on the Measurement Date permitted under Section 6.2(b)(i) (including the introductory paragraph thereto), there are outstanding: (i) no Parent Capital Shares or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest any Voting Debt or other voting securities of Wellsford were or ownership interests in Parent; (ii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Capital Shares, Voting Debt or other voting securities of or ownership interest in Parent; and (iii) no restricted shares, options, warrants, subscriptions, calls, rights (including preemptive, anti-dilution and appreciation rights), phantom stock, 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, reserved for issuancedelivered, sold, purchased, redeemed or acquired, additional Parent Capital Shares or any Voting Debt or other voting securities of or ownership interests in Parent, or outstandingobligating Parent or any Subsidiary of Parent to grant, extend or enter into any such restricted share, option, warrant, subscription, call, right, phantom stock, commitment or agreement. (cd) All outstanding Parent Capital Shares have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Shares to be issued as Share Consideration pursuant to this Agreement, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and not subject to preemptive rights or Encumbrances (other than any Encumbrances under applicable securities Laws). All outstanding Parent Capital Shares have been issued and granted in compliance 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 Plans and the Parent ESPP). 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 and (B) all requirements set forth in applicable Contracts to which Parent is a party. As of the date hereof, there are no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which any of them is bound relating to the voting of any shares of capital stock or other equity interest of Parent or any of its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries are party to any Contract requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any Parent Capital Shares or any common shares or other equity interests in any of the Subsidiaries of Parent. No Subsidiary of Parent owns any Parent Common Shares or any other Parent Capital Shares. (e) As of the date of this Agreement, neither Parent nor any of its Subsidiaries has (i) any interests in a joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) any obligations, whether contingent or otherwise, to consummate any additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the Parent Disclosure Letter. All outstanding shares of beneficial interest capital stock or other equity interests of Wellsford 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 nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may votenonassessable. (df) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as As of the date of this Agreement there Agreement, (i) US Holdings owns all of the outstanding equity interests in each of Merger Sub 1 and Merger Sub 2 and (ii) Parent directly owns 83.6% of the outstanding equity interests in US Holdings and Rxxxxxx Bros. Auctioneers (Canada) Ltd., an indirect wholly-owned subsidiary of Parent, owns 16.4% of the outstanding equity interests in US Holdings, all of which are voting interests. There are no other outstanding securities, ownership interests (including options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford convertible securities or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary other rights to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other acquire ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)interests) in US Holdings.

Capital Structure. (ai) The authorized capital stock of Parent consists of 1,300,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 69,900,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.01 per share ("Wellsford Series A Preferred Shares")share. The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value $0.01 per share share. From the date hereof until immediately prior to the Merger, all of the capital stock or other equity interests of Merger Sub shall be owned, directly or indirectly, by Parent. As of the close of business on October 25, 2023, ("Wellsford Series B Preferred Shares"). On January 14, 1997, A) (i) 17,111,937 Wellsford 723,912,487 shares of Parent Common SharesStock were issued and outstanding (including the shares subject to Parent Restricted Stock Awards included in clause (iii) below), 3,999,800 Wellsford Series A Preferred Shares (ii) 25,222,249 shares of Parent Common Stock were reserved for issuance pursuant to future awards under the Parent Management Incentive Plan, the Parent 2003 Stock Incentive Award Plan, the Parent 2012 Incentive Award Plan, the Parent 2021 Incentive Award Plan and 2,300,000 Wellsford Series B Preferred Shares the Parent Dividend Reinvestment and Stock Purchase Plan (collectively, the “Parent Equity Plans”), (iii) 355,097 shares of Parent Common Stock were subject to Parent Restricted Stock Awards, (iv) 1,064,176 shares of Parent Common Stock were subject to Parent Performance Share Awards (assuming maximum performance for any such awards that are subject to performance-based vesting), (v) 50,330 shares of Parent Common Stock were subject to Parent RSU Awards, (vi) 45,379 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Stock Options, (vii) 2,333 shares of Parent Common Stock were subject to Parent DSU Awards and (viii) no shares of Parent Common Stock were held by Subsidiaries of Parent and (B) no shares of Parent preferred stock were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford Parent Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (dii) Except as set forth in this Section 2.3 No Voting Debt of Parent or in Schedule 2.3 any of its Subsidiaries is issued or outstanding. (iii) As of the Wellsford Disclosure Letterclose of business on October 25, as of the date of 2023, except for (A) this Agreement and the partnership agreement of Parent, L.P. (the “Parent Partnership Agreement”), (B) partnership units outstanding under the Parent Partnership Agreement, and (C) awards in respect of Parent Common Stock issued and outstanding under the Parent Equity Plans (“Parent Equity Awards”), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Wellsford or any Wellsford Subsidiary Parent is a party or by which such entity it is bound, bound obligating Wellsford or any Wellsford Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford common stock or any Wellsford Subsidiary Voting Debt or stock appreciation rights of Parent or obligating Wellsford or any Wellsford Subsidiary Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. As of the close of business on October 25, agreement2023, arrangement or undertaking there are no outstanding contractual obligations of Parent (1) other than in respect of partnership units under the Parent Partnership Agreement or in respect of Parent Equity Awards under the Parent Equity Plans, to Wellsford repurchase, redeem or otherwise acquire any shares of common stock of Parent or (2) pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act. (iv) As of the close of business on October 25, 2023, except for (A) this Agreement and the partnership agreement of Parent, L.P. (the “Parent Partnership Agreement”), (B) partnership units outstanding under the Parent Partnership Agreement, and (C) awards in respect of Parent Common Stock issued and outstanding under the Parent Equity Plans (“Parent Equity Awards”), there are no options, warrants, calls, rights, commitments or agreements of any character to which any Subsidiary of Parent is a Wellsford Subsidiary)party or by which any such Subsidiary is bound obligating Parent or any Subsidiary of Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of common stock or any Voting Debt or stock appreciation rights 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. As of the close of business on October 25, 2023, there are no outstanding contractual obligations of any of Parent’s Subsidiaries (1) other than in respect of partnership units under the Parent Partnership Agreement or in respect of Parent Equity Awards under the Parent Equity Plans, to repurchase, redeem or otherwise acquire any shares of common stock of Parent or any of its Subsidiaries or (2) pursuant to which Parent or any of its Subsidiaries is or could be required to register shares of Parent Common Stock or other securities under the Securities Act.

Capital Structure. (a) The authorized capital stock of Parent consists of 375,000,000 shares of beneficial interest the common stock of Wellsford consist of 100,000,000 shares of beneficial interestParent, par value $0.001 per share, of which 4,600,000 217,500,000 shares are Series designated as “Class A Cumulative Convertible Common Stock” and 157,500,000 shares are designated as “Class B Common Stock,” and 10,042,490 shares of Parent Preferred Shares Stock. As of Beneficial InterestOctober 2, $.01 par value per share ("Wellsford Series 2006, 52,033,287 shares of Parent’s “Class A Preferred Shares")Common Stock,” 17,173,166 shares of Parent’s “Class B Common Stock” and 10 Merger Sub Units were outstanding. All shares of Parent Capital Stock and all Merger Sub Units have been duly authorized, and 2,300,000 all issued and outstanding shares of Parent Capital Stock and Merger Sub Units have been validly issued and are Series B Cumulative Redeemable Preferred Shares fully paid and nonassessable. As of Beneficial InterestOctober 2, $.01 par value per share 2006, there was an aggregate of 288,801 shares of Parent Common Stock available for issuance to employees and directors of, and consultants to Parent under Parent’s 2005 Stock Incentive Plan ("Wellsford Series B Preferred Shares"the “Parent Stock Plan”). On January 14As of October 2, 19972006, (i) 17,111,937 Wellsford 1,983,144 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of outstanding, unexercised, vested options, including options which may be granted issued under the 1992 Share Option Parent Stock Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance options issued under the Long-Term Management Parent’s 1996 Stock Incentive Plan of Wellsfordand non-plan options. Except for the options exercisable for Parent Common Stock described in this Section 3.2(a), and except for those Contracts described in or filed as exhibits to the Parent SEC Documents (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion as defined in Section 3.4), as of the then date hereof, there are no Contracts to which Parent is a party, or by which it is bound, obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of any Parent Capital Stock and/or options exercisable for Parent Capital Stock or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All outstanding Wellsford Series A Preferred SharesParent securities and all outstanding Merger Sub securities were issued in compliance with all applicable federal and state securities laws. Parent directly owns 100% of the outstanding membership interests in Merger Sub. (b) Set forth in Schedule 2.3 The shares of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares Parent to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreementin accordance with this Agreement will, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from upon such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are be duly authorized, validly issued, fully paid and nonassessable non-assessable, free of any Encumbrances and not subject to any preemptive rightsrights or rights of first refusal created by statute, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes organizational documents of Parent or other indebtedness of Wellsford having the right to vote (Merger Sub or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Wellsford Parent or any Wellsford Subsidiary Merger Sub is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (ai) The authorized shares capital stock of beneficial interest of Wellsford consist Nara consists of 100,000,000 shares of beneficial interestcommon stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.001 per share ("Wellsford Series A Preferred Shares"the “Nara Common Stock”), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares 10,000,000 shares of Beneficial Interestpreferred stock, $.01 par value per share $0.001 ("Wellsford Series B the “Nara Preferred Shares"Stock”). On January 14As of the close of business on November 30, 19972010, (iA) 17,111,937 Wellsford 37,971,527 shares of Nara Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford 521,266 shares of Nara Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, outstanding warrant held by the United States Treasury Department (vthe “Nara TARP Warrant”) 750,000 Wellsford and 820,730 shares of Nara Common Shares Stock were reserved for issuance upon exercise of stock options, Nara Performance Units or other awards under the Long-Term Management Amended Nara 2007 Equity Incentive Plan of Wellsford(the “Nara Stock Plan”), and 60,686,477 shares of Nara Common Stock were held by Nara in its treasury or by its Subsidiaries (vi) a sufficient number exclusive of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"DPC shares); and (ivB) each loan made by Wellsford with respect 67,000 shares of Nara Preferred Stock designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Nara Series A Preferred Stock”) were issued and outstanding. All outstanding shares of Nara Common Stock and Nara Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and the issuance of none of such shares was subject to the purchase preemptive rights. The shares of Wellsford Nara Common Shares which will Stock and Nara Series B Preferred Stock to be forgiven issued pursuant to or as a result of the transactions specifically contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that will have been released from such pledge and the outstanding loan balance duly authorized as of the date of Effective Time and, if and when issued in accordance with the Wellsford Disclosure Letter. On the date of this Agreementterms hereof, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, will be validly issued, fully paid and nonassessable non-assessable and not the issuance of none of such shares was or will be subject to preemptive rights. As of the close of business on November 30, except that 2010, options to acquire 150,000 shares of Nara Common Stock with an exercise price in excess of the shareholders may be subject to further assessment with respect to certain claims for tortclosing share price of Nara as of the close of business on December 8, contract2010 were issued and outstanding. (ii) Set forth in Section 3.2(b)(ii) of the Nara Disclosure Schedule is a true, taxes, statutory liability correct and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no complete list of all outstanding bonds, debentures, notes notes, trust preferred securities or other indebtedness similar obligations that Nara or any of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) its Subsidiaries has issued. Except as set forth in Section 3.2(b)(ii) of the Nara Disclosure Schedule, no Voting Debt of Nara or any Nara Subsidiary is issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Nara or any of its Subsidiaries were issued in compliance in all material respects with all Applicable Legal Requirements. Each Trust Document entered into by Nara or any of its Subsidiaries is in full force and effect and constitutes the valid, binding and legally enforceable obligation of Nara or one of its Subsidiaries, and to the knowledge of Center Financial, the other parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles). Except as set forth in Section 3.2(b)(ii) of the Nara Disclosure Schedule or otherwise in this Section 2.3 3.2(b), no Nara Subsidiary has issued securities held by any entity other than Nara or in Schedule 2.3 of a Nara Subsidiary. (iii) Except for (A) this Agreement, (B) the Wellsford Disclosure LetterNara TARP Warrant, (C) Nara Stock Options, restricted units and performance units issued under the Nara Stock Plans, which represented, as of November 30, 2010, the right to acquire (in the case of Nara Stock Options) or to receive the value of up to an aggregate of, respectively, 543,250, zero and 36,200 shares of Nara Common Stock, and (D) agreements entered into and securities and other instruments issued after the date of this Agreement to the extent permitted by Section 4.2, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Wellsford Nara or any Wellsford Subsidiary of Nara is a party or by which such entity is bound, obligating Wellsford it or any Wellsford such Subsidiary is bound obligating Nara or any Subsidiary of Nara to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford capital stock or any Wellsford Voting Debt or stock appreciation rights of Nara or of any Subsidiary of Nara or obligating Wellsford Nara or any Wellsford Subsidiary of Nara to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no outstanding contractual obligations of Nara or any of its Subsidiaries (A) to repurchase, agreementredeem or otherwise acquire any shares of capital stock of Nara or any of its Subsidiaries or (B) pursuant to which Nara or any of its Subsidiaries is or could be required to register shares of Nara Common Stock, arrangement Nara Preferred Stock or undertaking other securities under the Securities Act, except any such contractual obligations entered into after the date hereof to the extent permitted by Section 4.2. (iv) Since December 31, 2009, except to the extent permitted by Section 4.2, Nara has not (A) issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of Nara or any of its Subsidiaries, other than pursuant to and as required by the terms of the Nara Stock Plan and any employee stock options and other awards issued under the Nara Stock Plans prior to the date hereof (or issued after the date hereof in compliance with Sections 4.2(c) and 4.2(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Nara Subsidiaries, any shares of capital stock of Nara or any of its Subsidiaries (other than the acquisition of DPC shares in the ordinary course of business consistent with past practice); or (C) declared, set aside, made or paid to Wellsford the stockholders of Nara dividends or other distributions on the outstanding shares of capital stock of Nara, other than cash dividends on the Nara Series A Preferred Stock as required by the terms of such preferred stock as in effect on the date hereof. (v) Set forth in Section 3.2(b)(v) of the Nara Disclosure Schedule is a Wellsford Subsidiary)true, correct and complete list of all equity securities that Nara or any of its Subsidiaries owns, controls or holds for its own account, and neither Nara nor any of its Subsidiaries owns more than 4.9% of a class of voting securities of, or otherwise controls, any Person other than Nara Bank, in the case of Nara.

Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 30,000,000 shares of beneficial interestCumulative Preferred Stock (the “Parent Preferred Stock” and, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interesttogether with the Parent Common Stock, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"the “Parent Capital Stock”). On January 14At the close of business on June 30, 19972008, (i) 17,111,937 Wellsford 63,005,458 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan no shares of WellsfordParent Preferred Stock were issued or outstanding, (iii) 979,325 Wellsford 8,469,020 shares of Parent Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved and available for issuance upon pursuant to the exercise of options which may be granted under Parent Stock Plans or the 1992 Share Option Employee Savings Plan, (v) 750,000 Wellsford Common Shares of which 875,720 shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of WellsfordParent Stock Options, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares 2,031,758 shares were subject to such option, the number of outstanding Parent SARs that were not granted in tandem with Parent Stock Options and 739,727 shares were subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rightsoutstanding Parent Stock Equivalent Awards. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except Except as set forth in this Section 2.3 or Schedule 2.3 4.03(a), at the close of the Wellsford Disclosure Letterbusiness on June 30, 2008, no shares of beneficial interest capital stock or other voting securities of Wellsford Parent were issued, reserved for issuanceissuance or outstanding. After June 30, 2008, there have been no issuances by Parent of shares of capital stock of, or outstandingother equity or voting interests in, Parent, other than the issuance of Parent Common Stock upon the exercise of Parent Stock Options or Parent SARs or pursuant to Parent Stock Equivalent Awards, in each case outstanding at the close of business on June 30, 2008 and in accordance with their terms on June 30, 2008, and issuances of additional Parent Stock Options, Parent SARs or Parent Stock Equivalent Awards thereafter in the ordinary course of business and shares of Parent Common Stock upon the exercise of such Parent Stock Options or Parent SARs or pursuant to such Parent Stock Equivalent Awards. Except as otherwise provided in this Section 4.03(a), there are no outstanding stock appreciation, “phantom” stock, profit participation or dividend equivalent rights or similar rights with respect to Parent or any Parent Subsidiary. (cb) All outstanding shares of beneficial interest Parent Capital Stock are, and all such shares that may be issued upon the exercise of Wellsford are Parent Stock Options or Parent SARs or pursuant to Parent Stock Equivalent Awards will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, except that subscription right or any similar right under any provision of the shareholders may be subject Kentucky Business Corporation Act, the Parent Charter, the Parent Bylaws or any Contract to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and which Parent is a party or otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsfordbound. There are no not any bonds, debentures, notes or other indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Wellsford Parent Common Stock may vote. vote (d) “Voting Parent Debt”). Except as set forth in this Section 2.3 or in Schedule 2.3 of for the Wellsford Disclosure LetterParent Stock Options, as of the date of this Agreement Parent SARs and Parent Stock Equivalent Awards, there are no not issued, reserved for issuance or outstanding securities, options, any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of Parent or any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which Wellsford acquire from Parent or any Wellsford Subsidiary is a party or by which such entity is boundParent Subsidiaries, obligating Wellsford and no obligation of Parent or any Wellsford Subsidiary Parent Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent. There are not any outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Parent or any securities referred to in the immediately preceding sentence or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any capital stock of Parent or any such securities. Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock of Parent or any such securities. There are no outstanding (1) securities of Parent or any of the Parent Subsidiaries convertible into or exchangeable or exercisable for shares of beneficial interest, capital stock or voting securities or other ownership equity interests of Wellsford any Parent Subsidiary, (2) warrants, calls, options or other rights to acquire from Parent or any Wellsford Subsidiary or obligating Wellsford Parent Subsidiary, and no obligation of Parent or any Wellsford Parent Subsidiary to issue, grantany capital stock, extend voting securities, equity interests or enter securities convertible into or exchangeable or exercisable for capital stock or voting securities of any such securityParent Subsidiary or (3) obligations of Parent or any of the Parent Subsidiaries to repurchase, optionredeem or otherwise acquire any securities of any Parent Subsidiary or to issue, warrantdeliver or sell, callor cause to be issued, rightdelivered or sold, commitmentany securities of any Parent Subsidiary. (c) The authorized capital stock of Sub consists of 1,000 shares of common stock, agreementno par value, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of Parent consists of 50,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 2,000,000 shares of beneficial interestParent's preferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $1.00 per share (the "Wellsford Series A Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January 14, 1997As of the date hereof, (i) 17,111,937 Wellsford 29,473,420 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were Stock are issued and outstanding, (ii) 1,000,000 Wellsford 414,702 shares of Parent Common Shares have been reserved for the Dividend Reinvestment Stock are issued and Share Purchase Plan of Wellsford, held by Parent in its treasury and (iii) 979,325 Wellsford no shares of Parent Preferred Stock are issued and outstanding. Parent has delivered to the Company a true, complete and correct schedule setting forth the number of shares of Parent Common Shares were issuable upon exercise Stock held by each registered holder thereof as of outstanding options to purchase Wellsford Common SharesJune 16, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford2004, and since such date Parent has not issued any securities (vi) a sufficient number of Wellsford Common Shares were reserved including securities convertible into or exchangeable for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred SharesParent securities). (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as As of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no Agreement and regarding options to purchase shares of beneficial interest or Parent Common Stock (each a "Parent Option") under Parent's 1995 Stock Option Plan, as amended ("Parent 1995 Plan"), 1996 Stock Option Plan, as amended ("Parent 1996 Plan"), 1996 Outside Directors Stock Option Plan ("Parent 1996 Outside Directors Plan"), and 1998 Nonstatutory Stock Option Plan, as amended ("Parent 1998 Plan" and, collectively with the Parent 1995 Plan, Parent 1996 Plan, and Parent 1996 Outside Directors Plan, the "Parent Stock Plans"): (i) Parent has reserved 7,500 shares of Parent Common Stock for issuance pursuant to outstanding, unexercised options granted under the Parent 1995 Plan (which has been terminated with respect to any future issuance), and no other voting securities shares remain available for issuance thereunder; (ii) Parent has reserved 8,200,000 shares of Wellsford were issuedParent Common Stock for issuance to employees, consultants and directors pursuant to the Parent 1996 Plan, of which (i) 2,500,570 vested shares have been issued pursuant to option exercises, (ii) 4,378,807 shares are subject to outstanding, unexercised options, and (iii) 1,320,623 shares remain available for issuance thereunder; (iii) Parent has reserved 225,000 shares of Parent Common Stock for issuanceissuance to outside directors pursuant to the Parent 1996 Outside Directors Plan, or of which (i) 40,103 vested shares have been issued pursuant to option exercises, (ii) 139,480 shares are subject to outstanding, unexercised options, and (iii) 45,417 shares remain available for issuance thereunder; and (iv) Parent has reserved 762,500 shares of Parent Common Stock for issuance to employees and consultants pursuant to the Parent 1998 Plan, of which (i) 220,407 vested shares have been issued pursuant to option exercises, (ii) 431,483 shares are subject to outstanding, unexercised options, and (iii) 110,610 shares remain available for issuance thereunder. (c) All outstanding shares of beneficial interest of Wellsford are Parent's capital stock were duly authorized, validly issued, and are fully paid and nonassessable and not subject to preemptive rightsor issued in violation of any purchase option, except that call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the shareholders may be subject DGCL, Parent's Certificate of Incorporation, Bylaws or any Contract to further assessment with respect to certain claims for tortwhich Parent is a party or otherwise bound. None of the outstanding shares of Parent's capital stock has been issued in violation of any federal or state securities laws. All of the outstanding shares of capital stock of each of Parent's Subsidiaries were duly authorized, contractvalidly issued, taxesand are fully paid and nonassessable, statutory liability and otherwise all such shares (other than directors' qualifying shares in some jurisdictions to the extent such claims case of foreign Subsidiaries) are not satisfied owned by WellsfordParent or a Subsidiary of Parent free and clear of all Liens. There are no bonds, debentures, notes accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or other indebtedness any of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may voteits Subsidiaries. (d) The Parent Common Stock constitutes the only class of securities of Parent or its Subsidiaries registered or required to be registered under the Exchange Act. (e) Parent is not a party to or bound by any agreement with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of Parent or its Subsidiaries. To the Knowledge of Parent, there are no agreements among other parties, to which Parent is not a party and by which it is not bound, with respect to the voting (including voting trusts or proxies) or sale or transfer (including agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any securities of Parent or its Subsidiaries. (f) Except as set forth in the Parent Rights Agreement by and between Parent and ChaseMellon Shareholder Services dated as of October 2, 1998 and as described in this Section 2.3 4.3, no capital stock of Parent or in Schedule 2.3 any of the Wellsford Disclosure Letterits Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement Agreement. Except as described in this Section 4.3, there are no outstanding securitiesoptions, optionspreemptive rights, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind to which Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is a party party, or by which such entity Parent or any of its Subsidiaries is bound, obligating Wellsford Parent or any Wellsford Subsidiary of it Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests capital stock of Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries or obligating Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries to issue, grant, extend or accelerate the vesting of or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except for Parent's repurchase rights with respect to unvested shares issued under the Parent Stock Plans, agreementthere are no rights or obligations, arrangement contingent or undertaking otherwise (including rights of first refusal in favor of Parent), 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 or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other than Person. There are no registration rights or other agreements or understandings to Wellsford which Parent or any of its Subsidiaries is a Wellsford Subsidiary)party or by which it or they are bound with respect to any capital stock of Parent or any of its Subsidiaries.

Capital Structure. (ai) The authorized shares equity interests of beneficial interest of Wellsford Parent consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share common units representing limited partner interests in Parent ("Wellsford Series A Preferred Shares"“Parent Common Units”), Class D Units representing limited partner interests in Parent (“Parent Class D Units”) and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial a general partner interest in Parent (“Parent General Partner Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"”). On January 14At the close of business on September 25, 19972015 (the “Parent Capitalization Date”), (i) 17,111,937 Wellsford 1,044,764,836 Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Units were issued and outstanding, of which 5,776,462 consisted of Parent Restricted Units, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment 2,156,000 Parent Class D Units were issued and Share Purchase Plan of Wellsford, outstanding and (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares there was an approximate 0.2576% Parent General Partner Interest. Except as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a)above, at the close of business on the Parent Capitalization Date, no equity securities or other voting securities of Parent were issued or outstanding. For each Wellsford Option held by Since the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject Parent Capitalization Date to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 (x) there have been no issuances by Parent of the Wellsford Disclosure Letter, no shares of beneficial interest equity securities or other voting securities of Wellsford were Parent, other than the conversion of Parent Class D Units outstanding as of the Parent Capitalization Date and (y) there have been no issuances by Parent of options, warrants, other rights to acquire equity securities of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Units. All outstanding Parent Common Units are, and all such Parent Common Units that may be issued prior to the Effective Time will be when issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid (to the extent required by the Parent Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (ii) The authorized equity interests of ETP consist of common units representing limited partner interests in ETP (“ETP Common Units”), except Class E Units representing limited partner interests in ETP (“ETP Class E Units”), Class G Units representing limited partner interests in ETP (“ETP Class G Units”), Class H Units representing limited partner interests in ETP (“ETP Class H Units”), Class I Units representing limited partner interests in ETP (the “ETP Class I Units”), the Incentive Distribution Rights (as defined in the ETP Partnership Agreement, the “ETP IDRs”) and a general partner interest in ETP (“ETP General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of ETP consisted of (1) 8,853,832 ETP Class E Units, (2) 90,706,000 ETP Class G Units, (3) 81,001,069 ETP Class H Units, (4) the ETP Class I Units, (5) 495,421,664 ETP Common Units, (6) the ETP IDRs and (7) an approximate 1% ETP General Partner Interest. As of the Parent Capitalization Date, 3,838,321 ETP Common Units were issuable pursuant to employee and director equity plans of ETP. The authorized equity interests of SXL consist of common units representing limited partner interests in SXL (“SXL Common Units”), the Incentive Distribution Rights (as defined in the SXL Partnership Agreement, the “SXL IDRs”) and a general partner interest in SXL (“SXL General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of SXL consisted of (x) 259,220,261 SXL Common Units, (y) the SXL IDRs and (z) an approximate 1.67% SXL General Partner Interest. As of the Parent Capitalization Date, 668,821 SXL Common Units were issuable pursuant to employee and director equity plans of SXL. All outstanding equity securities of ETP and SXL are, and all such securities that the shareholders may be subject issued prior to further assessment with respect to certain claims for tortthe Effective Time will be when issued, contractduly authorized, taxesvalidly issued, statutory liability and otherwise in some jurisdictions fully paid (to the extent required by the ETP Partnership Agreement or SXL Partnership Agreement, as applicable) and nonassessable (except as such claims are nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not satisfied by Wellsfordsubject to preemptive rights. (iii) No Subsidiary of Parent owns any equity securities of Parent. There are no bonds, debentures, notes or other indebtedness of Wellsford having Parent that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Wellsford Parent Common Units may vote. vote (d) “Voting Parent Debt”). There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interests of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement or as otherwise set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letterabove, as of the date of this Agreement Parent Capitalization Date, there are no outstanding securities, options, warrants, callsrights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity any of them is bound, bound (1) obligating Wellsford Parent or any Wellsford such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting equity securities or other ownership securities of, or equity interests of Wellsford in, or any Wellsford Subsidiary security convertible or obligating Wellsford exchangeable for any equity securities or other security of, or equity interest in, Parent or of any of its Subsidiaries or any Wellsford Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentsecurity, agreementunit, arrangement Contract or undertaking undertaking, (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries (including preemptive and anti-dilution rights), or to receive any economic interest of a nature accruing to the holders of Parent Common Units or otherwise based on the performance or value of equity securities of Parent or any of its Subsidiaries, or (4) obligating Parent or any of its Subsidiaries to provide a material amount of funds to, or make any material investments in (in the form of a loan, capital contribution or otherwise), any person. As of the date of this Agreement, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities, other than pursuant to Wellsford the Parent Equity Plan, or options, warrants or other rights to acquire equity securities of Parent or any such Subsidiary other than as described above. (iv) The TopCo Common Shares to be issued pursuant to the Merger in accordance with Article II (A) will be duly authorized, validly issued, fully paid (to the extent required by the limited partnership agreement of TopCo) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA), (B) will not be subject to preemptive rights created by statute, the organizational documents of TopCo or any Contract to which TopCo or Parent is a Wellsford Subsidiary)party or is bound, (C) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable “blue sky” Laws and (D) will be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the Effective Time.

Capital Structure. (a) The authorized capital stock of Chartwell consists of 20,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Chartwell Common Stock and 5,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $1.00 per share ("Wellsford Series A Preferred Shares")share. At the close of business on June 18, and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 19971999, (i) 17,111,937 Wellsford 9,641,854 shares of Chartwell Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford zero shares of Chartwell Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, Stock were held by Chartwell in its treasury; (iii) 979,325 Wellsford 1,471,300 shares of Chartwell Common Shares Stock were issuable upon exercise of reserved for issuance pursuant to outstanding options to purchase Wellsford Common SharesStock Options issued under Chartwell's Amended and Restated 1993 Stock Option Plan, 1997 Omnibus Stock Incentive Plan and 1996 Non-Employee Director Stock Option Plan (collectively, the "Stock Option Plans"), (iv) 582,900 Wellsford 25,045 shares of Chartwell Common Shares Stock were reserved for issuance pursuant to the 1995 Employee Stock Purchase Plan and Sharesave Scheme 1997 (collectively, the "Stock Purchase Plans") (including shares of Chartwell Common Stock that were reserved for issuance pursuant to options granted pursuant to the 1995 Employee Stock Purchase Plan ("ESPP Stock Options") and Sharesave Stock Options then outstanding), (v) 334,532 shares of Chartwell Common Stock were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option PlanWarrants listed in Section 3.1(c) of the Chartwell Disclosure Schedule and (vi) 125,000 shares of Junior Participating Cumulative Preferred Stock, (v) 750,000 Wellsford Common Shares par value $1.00 per share, were reserved for issuance under in connection with the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement rights (the "Share Loan and Acquisition AgreementsRights") issued pursuant to the Rights Agreement dated as of May 22, 1997 (the "Rights Agreement"), between Chartwell and State Street Bank and Trust Company. The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except Except as set forth in this Section 2.3 or Schedule 2.3 above, at the close of the Wellsford Disclosure Letterbusiness on June 18, 1999, no shares of beneficial interest capital stock or other voting equity securities of Wellsford Chartwell were issued, reserved for issuance, issuance or outstanding. (c) . All outstanding shares of beneficial interest capital stock of Wellsford are Chartwell are, and all shares which may be issued pursuant to the Stock Option Plans, the Stock Purchase Plans or the Warrants will be, when issued, duly authorized, Section 3.1 (c) of the Chartwell Disclosure Schedule lists each subsidiary of Chartwell and, except for the capital stock of such subsidiaries and the other ownership interests listed in Section 3.1(c) of the Chartwell Disclosure Schedule, Chartwell does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity other than any publicly-traded corporation in which Chartwell owns 100 or fewer shares of common stock. Except as disclosed in Section 3.1(c) of the Chartwell Disclosure Schedule, all the outstanding shares of capital stock of each subsidiary of Chartwell have been validly issued, issued and are fully paid and nonassessable and not subject to preemptive rightsare owned by Chartwell, except that the shareholders may be subject to further assessment with respect to certain claims for tortby one or more wholly owned subsidiaries of Chartwell or by Chartwell and one or more such wholly owned subsidiaries, contract, taxes, statutory liability free and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsfordclear of all Liens. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 above or in Schedule 2.3 Section 3.1(c) of the Wellsford Chartwell Disclosure LetterSchedule, as of the date of this Agreement there are no outstanding not any securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind to which Wellsford Chartwell or any Wellsford Subsidiary subsidiary is a party or by which such entity any of them is bound, bound obligating Wellsford Chartwell or any Wellsford Subsidiary subsidiary to issue, deliver sell or deliver, or repurchase, redeem or otherwise acquire, shares of capital stock or other equity or voting securities of any of them or securities convertible into or exchangeable for capital stock or voting securities of Chartwell, or obligating any of them to issue, sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issuedeliver, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 3.1(c) of the Chartwell Disclosure Schedule, agreementthere are no stockholder agreements, arrangement voting trusts or undertaking (other than agreements or understandings to Wellsford which Chartwell or any of its subsidiaries is a Wellsford Subsidiary)party, or to which any of them is bound, relating to the voting or disposition of any shares of capital stock of Chartwell or any subsidiary thereof.

Capital Structure. (a) The authorized capital stock of Parent consists of 300,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestCommon Stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.00005 per share ("Wellsford Series A Preferred Shares"“Parent Common Stock”), and 2,300,000 are Series B Cumulative Redeemable 10,000,000 shares of Preferred Shares of Beneficial InterestStock, $.01 par value $0.00005 per share ("Wellsford Series B Preferred Shares"together with Parent Common Stock, “Parent Capital Stock”). On January 14At the close of business on December 16, 19972022 (the “Parent Capitalization Date”), (i) 17,111,937 Wellsford 68,864,492 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, outstanding and (ii) 1,000,000 Wellsford 16,878,848 shares of Parent Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved and available for issuance pursuant to the Parent Stock Plans, including (A) 7,944,457 shares of Parent Common Stock issuable upon the exercise of options which may be granted under outstanding Parent Stock Options (whether or not presently exercisable and, solely for Parent Stock Options subject to performance goals, assuming achievement of the 1992 Share Option Planapplicable performance goals at maximum performance), (vB) 750,000 Wellsford 4,314,392 shares of Parent Common Shares Stock issuable upon settlement of outstanding Parent RSUs and (C) 152,419 shares of Parent Common Stock issuable upon settlement of outstanding Parent PSUs (assuming achievement of the applicable performance goals at maximum performance). In addition, there are 1,619,235 shares of Parent Common Stock that are reserved and available for issuance pursuant to the Parent ESPP as of the Parent Capitalization Date. Except as set forth in this Section 4.03(a), at the close of business on the Parent Capitalization Date, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance under or outstanding. From the Long-Term Management Incentive Plan close of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance business on the Parent Capitalization Date to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 there have been no issuances by Parent of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or voting securities of, or other voting securities equity interests in, Parent other than the issuance of Wellsford were issuedParent Common Stock upon the exercise of Parent Stock Options or the settlement of Parent RSUs and Parent PSUs, reserved for issuance, or outstandingin each case outstanding at the close of business on the Parent Capitalization Date. (cb) All outstanding shares of beneficial interest Parent Capital Stock are, and, at the time of Wellsford are issuance, all such shares that may be issued upon the exercise of Parent Stock Options, the settlement of Parent RSUs or Parent PSUs and the exercise of purchase rights under the Parent ESPP will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rightsright, except subscription right or any similar right under any provision of the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent or a Parent Subsidiary is a party or otherwise bound. Except as set forth above in this Section 4.03 or pursuant to the terms of this Agreement or resulting from the exercise of Parent Stock Options and the vesting of Parent RSUs or Parent PSUs (and the issuance of shares of Parent Capital Stock thereunder), or stock grants or other awards granted in accordance with this Agreement, there are no issued, reserved for issuance or outstanding, and there are no outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (ii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or (iii) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the shareholders may be subject price of any class of Parent Capital Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Parent or any Parent Subsidiary. Other than (A) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to further assessment pay the exercise price thereof, (B) the withholding of shares of Parent Common Stock to satisfy Tax obligations or payment of an exercise price with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions awards granted pursuant to the extent Parent Stock Plans and (C) the acquisition by Parent of awards granted pursuant to the Parent Stock Plans in connection with the forfeiture of such claims awards, there are not satisfied by Wellsfordany outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. There are no bonds, debentures, notes or other indebtedness Indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford Parent may votevote (collectively, “Parent Voting Debt”). Neither Parent nor any of the Parent Subsidiaries is a party to (A) any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent or (B) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Parent or any of the Parent Subsidiaries. None of Parent or any Parent Subsidiary has a “poison pill” or similar equityholder rights plan. (dc) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as As of the date of this Agreement there are no outstanding securitieshereof, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of neither Parent nor any kind to which Wellsford or Parent Subsidiary owns any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)Company Common Stock.

Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 shares of beneficial interest Parent Common Stock and 10,000,000 shares, without par value, of Wellsford consist of 100,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative 6,745,347 shares have been designated as Convertible Preferred Shares of Beneficial InterestStock, $.01 par value per share Series D ("Wellsford Parent Series A D Preferred SharesStock"). Parent has issued rights to purchase shares of Parent Common Stock (the "Parent Rights") that were issued pursuant to the Renewed Rights Agreement dated as of September 25, 1997 (as amended from time to time, the "Parent Rights Agreement"), between Parent and 2,300,000 are Series B Cumulative Redeemable Preferred Shares First Chicago Trust Company of Beneficial InterestNew York. At the close of business on June 30, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following2003: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no 58,313,553 shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding Parent Common Stock and 4,146,255 shares of beneficial interest Parent Series D Preferred Stock were outstanding, all of Wellsford are duly authorized, which were validly issued, fully paid and nonassessable nonassessable; (ii) no shares of Parent Common Stock were held by Parent in its treasury; (iii) 3,331,806 shares of Parent Common Stock were issuable upon the conversion or redemption of the Parent Series D Preferred Stock; (iv) 5,412,710 shares of Parent Common Stock were issuable upon the exercise of the purchase contracts which form a part of Parent's Adjustable Conversion-Rate Equity Security Units ("Parent Units"); and not subject (v) 8,934,167 shares of Parent Common Stock were issuable upon the exercise of outstanding employee or director stock options (the "Parent Employee Stock Options") that were granted pursuant to preemptive rightsany stock plan, except that program or arrangement of Parent or any Parent Subsidiary (the shareholders may be subject to further assessment with respect to certain claims "Parent Employee Stock Plans"). Except as set forth above, at the close of business on June 30, 2003, no shares of capital stock or other voting securities of Parent were issued, reserved for tortissuance or outstanding. Other than the Parent Units, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There there are no bonds, debentures, notes or other indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford may Parent must vote. (d) . Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letterabove, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of not any kind Options to which Wellsford Parent or any Wellsford Parent Subsidiary is a party or by which such entity any of them is bound, obligating Wellsford bound relating to the issued or unissued capital stock of Parent or any Wellsford Parent Subsidiary, or obligating Parent or any Parent Subsidiary to issue, deliver transfer, grant or sellsell any shares of capital stock or other equity interests in, or cause to be issued, delivered securities convertible or sold, additional shares of beneficial interest, voting securities exchangeable for any capital stock or other ownership equity interests of Wellsford in, Parent or any Wellsford Parent Subsidiary or obligating Wellsford Parent or any Wellsford Parent Subsidiary to issue, grant, extend or enter into any such securityOptions. All shares of Parent Common Stock that are subject to issuance as aforesaid, optionupon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, warrantwill be duly authorized, callvalidly issued, rightfully paid and nonassessable. All shares of Parent Common Stock that are subject to issuance pursuant to the Merger, commitmentupon issuance pursuant to this Agreement, agreementwill be duly authorized, arrangement validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or undertaking any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary, or make any material investment (in the form of a loan, capital contribution or otherwise) in any person other than to Wellsford or a Wellsford Parent Subsidiary). As of the date of this Agreement, the authorized shares of Sub consist of 1,000 common shares, without par value, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of Valeant consists of 200,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Valeant Common Stock and 10,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.01 per share ("Wellsford Series A the “Valeant Preferred Shares")Stock” and, and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interesttogether with the Valeant Common Stock, $.01 par value per share ("Wellsford Series B Preferred Shares"the “Valeant Capital Stock”). On January At the close of business on June 14, 19972010, (i) 17,111,937 Wellsford 75,786,925 shares of Valeant Common SharesStock were issued and outstanding, 3,999,800 Wellsford Series A none of which were subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (iiiii) 1,000,000 Wellsford 28,086,863 shares of Valeant Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of WellsfordStock were held by Valeant in its treasury, (iiiiv) 979,325 Wellsford 8,662,102 shares of Valeant Common Shares Stock were issuable upon conversion of (A) Valeant’s 3.0% Convertible Subordinated Notes due 2010 (the “Valeant 3.0% Convertible Notes”) and (B) Valeant’s 4.0% Convertible Subordinated Notes due 2013 (together with the Valeant 3.0% Convertible Notes, the “Valeant Convertible Notes”), (v) 1,710,585 shares of Valeant Common Stock were underlying warrants issued pursuant to the Exchange Agreement, dated August 13, 2009, among Valeant and certain holders of the Valeant 3.0% Convertible Notes (the “Valeant Warrants”), (vi) 14,808,875 shares of Valeant Common Stock were reserved and available for issuance pursuant to the Valeant Stock Plans, of which (A) 4,920,081 shares were issuable upon exercise of outstanding options Valeant Stock Options and (B) 5,376,442 shares were issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming maximum performance with respect to purchase Wellsford performance-based Valeant Restricted Stock Units and (vii) 1,189,437 shares of Valeant Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved for issuance upon pursuant to the exercise Valeant ESPP. Except as set forth in this Section 4.03(a), at the close of options which may be granted under the 1992 Share Option Planbusiness on June 14, (v) 750,000 Wellsford Common Shares 2010, no shares of capital stock or voting securities of, or other equity interests in, Valeant were issued, reserved for issuance under or outstanding. From the Long-Term Management Incentive Plan close of Wellsfordbusiness on June 14, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance 2010 to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth there have been no issuances by Valeant of shares of capital stock or voting securities of, or other equity interests in, Valeant, other than the issuance of Valeant Common Stock upon the conversion of Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant Restricted Stock Units, in this Section 2.3 each case outstanding at the close of business on June 14, 2010 and in accordance with their terms in effect at such time. (b) At the close of business on June 14, 2010, assuming the Pre-Merger Special Dividend was paid on June 14, 2010, (i) 75,786,925 shares of Valeant Common Stock would have been issued and outstanding, none of which would have been subject to vesting or Schedule 2.3 of the Wellsford Disclosure Letterother forfeiture conditions or repurchase by Valeant, (ii) no shares of beneficial interest or other voting securities Valeant Preferred Stock would have been issued and outstanding, (iii) 28,086,863 shares of Wellsford were issuedValeant Common Stock would have been held by Valeant in its treasury, (iv) assuming that the “Current Market Price” (as defined in the the Indenture, dated as of November 19, 2003, among Valeant, Ribapharm Inc. and The Bank of New York, as trustee (the “Valeant Convertible Notes Indenture”)) was $46.14, 13,607,296 shares of Valeant Common Stock would have been issuable upon conversion of the Valeant Convertible Notes, (v) 1,710,585 shares of Valeant Common Stock would be underlying the Valeant Warrants (of which a total of 785,569 shares of Valeant Common Stock would have been issuable upon net share settlement of the Valeant Warrants on June 14, 2010 based on a share price of $46.14), (vi) 23,263,262 shares of Valeant Common Stock would have been reserved and available for issuance pursuant to the Valeant Stock Plans, of which (A) 7,728,955 shares would have been issuable upon exercise of outstanding Valeant Stock Options and (B) 5,642,372 shares would have been issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming (1) a price of $46.14 per share of Valeant Common Stock, and (2) the treatment of Valeant Restricted Stock Units in accordance with Section 6.04, and (vii) 1,868,487 shares of Valeant Common Stock would have been reserved for issuance, or outstandingissuance pursuant to the Valeant ESPP. (c) All outstanding shares of beneficial interest Valeant Capital Stock are, and all such shares that may be issued upon the conversion of Wellsford are Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant Restricted Stock Units will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Valeant Charter, the Valeant By-laws or any Contract to preemptive rightswhich Valeant is a party or otherwise bound. Except as set forth above in this Section 4.03, except there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Valeant or any Valeant Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Valeant or any Valeant Subsidiary or any securities of Valeant or any Valeant Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Valeant or any Valeant Subsidiary, (y) any warrants, calls, options or other rights to acquire from Valeant or any Valeant Subsidiary, or any other obligation of Valeant or any Valeant Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Valeant or any Valeant Subsidiary or (z) any rights issued by or other obligations of Valeant or any Valeant Subsidiary that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise are linked in some jurisdictions any way to the extent such claims price of any class of Valeant Capital Stock or any shares of capital stock of any Valeant Subsidiary, the value of Valeant, any Valeant Subsidiary or any part of Valeant or any Valeant Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Valeant or any Valeant Subsidiary. Except pursuant to the Valeant Stock Plans, there are not satisfied by Wellsfordany outstanding obligations of Valeant or any of the Valeant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Valeant or any Valeant Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There Except for the Valeant Convertible Notes, there are no debentures, bonds, debentures, notes or other indebtedness Indebtedness of Wellsford Valeant having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford Valeant may vote. vote (d) Except as set forth in this Section 2.3 or in Schedule 2.3 “Valeant Voting Debt”). Neither Valeant nor any of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary Valeant Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or by voting securities of, or other equity interests in, Valeant. Except for this Agreement and the Standstill and Board Nomination Agreement, dated as of December 17, 2009, among Valeant, ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P. and ValueAct Holdings GP, LLC (the “Valeant Board Nomination Agreement”), neither Valeant nor any of the Valeant Subsidiaries is a party to any agreement pursuant to which such entity any Person is boundentitled to elect, obligating Wellsford designate or nominate any director of Valeant or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)the Valeant Subsidiaries.

Capital Structure. (a) The authorized capital stock of Decor consists of 20,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Decor Common Stock and 35,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $.0001 per share ("Wellsford Series A Decor Preferred SharesStock"), and 2,300,000 are 5,000,000 shares of which have been designated as "Series A Convertible Preferred Stock"; 20,000,000 shares of which have been designated as "Series B Cumulative Redeemable Non-Convertible Preferred Shares Stock"; and 1,000,000 shares of Beneficial Interestwhich have been designated as "Series C Convertible Preferred Stock" (together with the Series A Convertible Preferred Stock, $.01 par value per share (the "Wellsford Series B Preferred SharesDecor Convertible Securities"). On January 14) At the close of business on December 31, 1997, 1997 (i) 17,111,937 Wellsford 1,709,176 shares of Decor Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford no shares of Decor Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, Stock were held by Decor in its treasury; (iii) 979,325 Wellsford Common Shares 250,000 shares of Series A Convertible Preferred Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, issued and outstanding; (iv) 582,900 Wellsford 20,000,000 shares of Series B Non-Convertible Preferred Stock were issued and outstanding; (v) 54,934 shares of Series C Convertible Preferred Stock were issued and outstanding; (vi) 83,333 shares of Decor Common Shares Stock were reserved for issuance pursuant to the Decor 1996 Stock Plan, complete and correct copies of which have been delivered to Interiors (such plans, collectively, the "Decor Stock Plans"); (vii) 1,500,000 shares of Decor Common Stock were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, 1,500,000 Class A Warrants ; (vviii) 750,000 Wellsford 250,000 shares of Decor Common Shares Stock were reserved for issuance under upon the Long-Term Management Incentive Plan conversion of Wellsford, and 250,000 shares of Series A Convertible Preferred Stock ; (viix) a sufficient number 54,934 shares of Wellsford Decor Common Shares Stock were reserved for issuance to permit upon the conversion of the then outstanding Wellsford 54,934 shares of Series A C Convertible Preferred Shares. (bStock. Section 3.1(c) Set forth in Schedule 2.3 of the Wellsford Decor Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name a complete and correct list, as of the granteeMarch 31, the date 1998, of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares of Decor Common Stock subject to employee stock options that are currently exercisableor other rights to purchase or receive Decor Common Stock granted under the Decor Stock Plans (collectively, "Decor Employee Stock Options"), the exercise price per share, those options granting reload options, and the number dates of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares grantedexercise prices thereof. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are Decor are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 3.1(c), Section 3.1(c) of the Wellsford Decor Disclosure LetterSchedule and except for changes since March 31, 1998 resulting from the issuance of shares of Decor Common Stock pursuant to the Decor Employee Stock Options, the Decor Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of the date capital stock or other voting securities of this Agreement Decor, (B) any securities of Decor or any Decor subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Decor, (C) any warrants, calls, options or other rights to acquire from Decor or any Decor subsidiary, and any obligation of Decor or any Decor subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Decor, and (y) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford Decor or any Wellsford Subsidiary is a party Decor subsidiary to repurchase, redeem or by which otherwise acquire any such entity is bound, obligating Wellsford securities or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There are no outstanding (A) securities of Decor or any Decor subsidiary convertible into or exchangeable or exercisable for shares of beneficial interestcapital stock or other voting securities or ownership interests in any Decor subsidiary, (B) warrants, calls, options or other rights to acquire from Decor or any Decor subsidiary, and any obligation of Decor or any Decor subsidiary to issue, any capital stock, voting securities or other ownership interests of Wellsford in, or any Wellsford Subsidiary securities convertible into or obligating Wellsford exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Decor subsidiary or (C) obligations of Decor or any Wellsford Subsidiary Decor subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Decor subsidiaries or to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitysecurities. Neither Decor nor any Decor subsidiary is a party to any agreement restricting the transfer of, optionrelating to the voting of, warrantrequiring registration of, callor granting any preemptive or, rightexcept as provided by the terms of the Decor Employee Stock Options and the Decor Convertible Securities, commitmentantidilutive rights with respect to, agreementany securities of the type referred to in the two preceding sentences. Other than the Decor subsidiaries and the shares of capital stock of Interiors held by Decor, arrangement Decor does not directly or undertaking (indirectly beneficially own any securities or other than beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to Wellsford or Decor and its subsidiaries as a Wellsford Subsidiary)whole.

Capital Structure. (a) The As of the entry into this Agreement, the authorized capital stock of Parent consists of (i) 62,500,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and (ii) 500,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.01 per share ("Wellsford Series A “Parent Preferred Shares")Stock” and, and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interesttogether with the Parent Common Stock, $.01 par value per share ("Wellsford Series B Preferred Shares"the “Parent Capital Stock”). On January At the close of business on August 14, 1997, 2024: (iA) 17,111,937 Wellsford 29,393,226 shares of Parent Common Shares, 3,999,800 Wellsford Series A Stock were issued and outstanding and no shares of Parent Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (iiB) 1,000,000 Wellsford 324,478 shares of Parent Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved for issuance upon the exercise vesting of options which may be granted under the 1992 Share Option Plan, outstanding Parent restricted stock units; (vC) 750,000 Wellsford 115,228 shares of Parent Common Shares Stock were reserved for issuance upon the vesting of outstanding Parent performance share units, assuming maximum performance; and (D) 2,592,015 shares of Parent Common Stock remained available for issuance pursuant to Parent’s Omnibus Performance Incentive Plan, as amended from time to time, and prior plans (the “Parent Equity Plan”). In addition, at the close of business on August 14, 2024, Parent had reserved 215,584 shares of Parent Common Stock to be issued in connection with the vesting of outstanding Parent performance-based cash-settled restricted stock units, assuming maximum performance. These 215,584 shares of Parent Common Stock will not be issued on vesting of the outstanding Parent performance-based cash-settled restricted stock units because the units will be settled solely in cash as required under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion terms of the then outstanding Wellsford Series A Preferred Sharesaward agreements. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford Parent Common Stock have been duly authorized and are duly authorizedvalidly issued, fully paid and nonassessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive or similar rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on August 14, 2024, except that the shareholders may be subject to further assessment with respect to certain claims for tortas set forth in this Section 5.2, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There there are no bondsoutstanding options, debentures, notes warrants or other indebtedness rights to subscribe for, purchase or acquire from Parent or any of Wellsford having its Subsidiaries any Parent Capital Stock or securities convertible into or exchangeable or exercisable for or valued by reference to Parent Capital Stock (and the right to vote (exercise, conversion, purchase, exchange or convertible intoother similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or exchangeable fora direct or indirect wholly owned Subsidiary of Parent, securities having the right to vote) on any matters on which shareholders are free and clear of Wellsford may vote. (d) all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2.3 5.2, and except for changes since August 14, 2024 resulting from (x) stock grants or other awards granted, repurchased or redeemed in Schedule 2.3 accordance with Section 6.2(b)(ii) in each case following the entry into this Agreement or (y) the exercise of stock options (and the Wellsford Disclosure Letterissuance of shares thereunder) or the vesting and settlement of equity awards, in each case outstanding as of the date of this Agreement such date, there are outstanding: (A) no outstanding securitiesshares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (B) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for or valued by reference to shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which Wellsford Parent or any Wellsford Subsidiary of Parent is a party or by which such entity it is bound, bound in any case obligating Wellsford Parent or any Wellsford Subsidiary of Parent to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of beneficial interest, Parent Capital Stock or any Voting Debt or other voting securities or other ownership interests of Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries, or obligating Wellsford Parent or any Wellsford Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitmentcommitment or agreement. There are no dividends or distributions that have been declared by Parent with respect to the Parent Common Stock that have not been paid by Parent. There are no 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 Capital Stock. As of the entry into this Agreement, arrangement 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) Schedule 5.2(c) of the Parent Disclosure Letter sets forth a list of each Subsidiary of Parent that constitutes a “significant subsidiary” of Parent as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the entry into this Agreement, including its outstanding equity interests and the owners thereof. As of the entry into this Agreement, neither Parent nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or undertaking (indirectly, equity securities or other similar equity interests in any Person other than its Subsidiaries or (ii) obligations, whether contingent or otherwise, to Wellsford or a Wellsford Subsidiary)consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(c) of the Parent Disclosure Letter.

Capital Structure. (a) The As of August 24, 2023 (the “Parent Capitalization Date”), the authorized shares of beneficial interest capital stock of Wellsford Parent consist of 100,000,000 750,000,000 shares of beneficial interestParent Common Stock, 384,046,000 shares of excess stock, par value $0.01 per share, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares Parent, and 7,054,000 shares of Beneficial Interestpreferred stock, $.01 1.00 par value per share ("Wellsford Series A the “Parent Preferred Shares"Stock”), and 2,300,000 are Series B of which 10,350 shares have been designated as 5.125% Class L Cumulative Redeemable Preferred Shares of Beneficial InterestStock (the “Parent Class L Preferred Stock”), $.01 par value per share 10,350 shares have been designated as 5.125% Class L Excess Preferred Stock ("Wellsford Series B the “Parent Class L Excess Preferred Shares"Stock”), 10,580 shares have been designated as 5.250% Class M Cumulative Redeemable Preferred Stock (the “Parent Class M Preferred Stock”) and 10,580 shares have been designated as 5.250% Class M Excess Preferred Stock (the “Parent Class M Excess Preferred Stock”). On January 14, 1997At the close of business on the Parent Capitalization Date, (i) 17,111,937 Wellsford 619,874,590 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford 4,896,332 shares of Parent Common Shares have been Stock were reserved for issuance pursuant to the Dividend Reinvestment and Share Purchase Plan terms of Wellsfordoutstanding options or equity or equity-based awards granted pursuant to the Parent Equity Incentive Plans, (iii) 979,325 Wellsford 5,070,258 shares of Parent Common Shares Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Sharesavailable for grant under the Parent Equity Incentive Plans, (iv) 582,900 Wellsford no shares of Parent Common Shares Stock were reserved for issuance upon redemption of outstanding Parent OP Interests in accordance with the exercise of options which may be granted under the 1992 Share Option PlanParent Operating Agreement, (v) 750,000 Wellsford 2,562,647 shares of Parent Common Shares Stock were reserved for issuance under the Long-Term Management Incentive Plan upon conversion or exchange of Wellsfordequity interests of Parent Subsidiaries in accordance with their respective organizational documents, and (vi) a sufficient number 8,902 shares of Wellsford Common Shares Parent Class L Preferred Stock were reserved for issuance to permit the conversion issued and outstanding, (vii) no shares of the then Parent Class L Excess Preferred Stock were issued and outstanding, (viii) 10,465 shares of Parent Class M Preferred Stock were issued and outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (ivix) each loan made by Wellsford with respect to no shares of Parent Class M Excess Preferred Stock were issued and outstanding. All the purchase outstanding shares of Wellsford Parent Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan Stock and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload optionsParent Preferred Stock are, and the number all shares of such shares subject to share appreciation rights. For each option to purchase Wellsford Parent Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to Stock that may be issued immediately prior to the Spin-Off and Company Merger Effective Time or in connection with the Merger. For each Share Loan and Acquisition AgreementMerger pursuant to Section 3.1 shall be, Schedule 2.3 of when issued in accordance with the Wellsford Disclosure Letter sets forth the name of the borrowerrespective terms thereof, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (db) As of the Parent Capitalization Date, Parent is the managing member of Parent OP, and Parent OP had outstanding 619,874,590 Parent OP Interests. All of the Parent OP Interests have been duly authorized and validly issued, and are fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. (c) Except as set forth in this Section 2.3 5.3(a), the Parent Operating Agreement or in Schedule 2.3 Section 5.3(c) of the Wellsford Parent Disclosure Letter, as of the date of this Agreement Parent Capitalization Date, there are no outstanding subscriptions, securities, options, warrants, calls, rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements arrangements, undertakings or undertakings commitments of any kind to which Wellsford Parent or any Wellsford Subsidiary of the Parent Subsidiaries is a party or by which such entity any of them is bound, bound obligating Wellsford Parent or any Wellsford Subsidiary of the Parent Subsidiaries to (i) issue, transfer, deliver or sellsell or create, or cause to be issued, transferred, delivered or sold, sold or created any additional shares equity interests of beneficial interest, voting securities Parent or phantom stock or other ownership interests contractual rights the value of Wellsford which is determined in whole or in part by the value of any Wellsford Subsidiary equity security of Parent or obligating Wellsford securities convertible into or any Wellsford Subsidiary to exchangeable for such equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionsecurities, warrantoptions, callwarrants, rightcalls, commitmentrights, agreementprofits interests, arrangement stock appreciation rights, phantom stock, convertible securities, rights of first refusal or undertaking other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock or other than equity interests. (d) Parent is not a party to Wellsford or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Parent. (e) Parent does not have a Wellsford Subsidiary“poison pill” or similar stockholder rights plan. (f) All dividends or other distributions on the shares of Parent Common Stock and Parent Preferred Stock and any dividends or other distributions on any securities of Parent 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).

Capital Structure. (ai) The authorized capital stock of Janus consists of 1,000,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Janus Common Stock and 10,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $1.00 per share ("Wellsford Series A the Janus Preferred Shares"Stock). At the close of business on September 30, 2016 (the Janus Measurement Date), (A) 265,500,740 shares of Janus Common Stock were issued and 2,300,000 are Series B Cumulative Redeemable Preferred Shares outstanding (of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"which 6,916,109 shares of Janus Common Stock were subject to vesting restrictions under the terms of incentive equity awards issued by Janus). On January 14, 1997, (iB) 17,111,937 Wellsford 82,911,205 shares of Janus Common SharesStock were held by Janus in its treasury, 3,999,800 Wellsford Series A (C) no shares of Janus Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (iiD) 1,000,000 Wellsford 488,010 shares of Janus Common Shares have been Stock were reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable future issuance upon exercise of outstanding options to purchase Wellsford Common SharesJanus Options, (ivE) 582,900 Wellsford 2,082,687 of Janus Common Shares Stock were subject to issuance pursuant to outstanding Janus RSU Awards, (F) 747,652 shares of Janus Common Stock were subject to issuance pursuant to outstanding Janus PSU Awards (assuming satisfaction of any performance vesting conditions at maximum levels), and (G) 2,716,724 shares of Janus Common Stock were reserved for issuance upon pursuant to the exercise of options which may be granted under the 1992 Share Option Janus Employee Stock Purchase Plan, (vas amended. Section 4.1(c)(i) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set Janus Disclosure Schedule sets forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list list, as of the following: (i) each qualified or nonqualified option to purchase Wellsford Janus Measurement Date, of all issued and outstanding restricted shares of Janus Common Shares granted under the 1992 Share Option PlanStock, Long-Term Management Incentive PlanJanus Options, or Janus RSU Awards, Janus PSU Awards and any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made incentive equity awards issued by Wellsford Janus, including with respect to each such award, as applicable, the purchase of Wellsford Common Shares Janus Equity Plan under which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the granteeit was granted, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Codevesting schedule, the number of Wellsford Common Shares subject to such optionexercise price, the expiration date and number of shares of Janus Common Stock subject thereto. Five Business Days prior to options that are currently exercisablethe Closing Date, the Janus shall provide to Xxxxxxxxx a revised version of such information, updated as of such date. Except as would not result in material liability to Janus, each Janus Option has an exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 at least equal to the Wellsford Disclosure Letter sets forth the name fair market value of the grantee, Janus Common Stock on a date no earlier than the date of the corporate action authorizing the grant, the number of Wellsford Common Shares subject to such option and the no Janus Option has had its exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the or grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 delayed or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding“back dated.” (cii) All outstanding shares of beneficial interest capital stock of Wellsford are Janus are, and all shares of capital stock of Janus that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 4.1(c) and except for changes since the Janus Measurement Date resulting from the issuance of shares of Janus Common Stock pursuant to the exercise or in Schedule 2.3 of the Wellsford Disclosure Lettervesting and settlement, as applicable, of Janus Options, Janus RSU Awards or Janus PSU Awards or as expressly permitted by Section 5.1(a)(ii), (A) there are not issued or outstanding (x) any shares of capital stock or other voting securities of Janus, (y) any securities of Janus or any of its subsidiaries convertible into or exchangeable or exercisable for, or based upon the date value of, shares of this Agreement capital stock or voting securities of Janus or (z) any warrants, calls, options or other rights to acquire from Janus or any of its subsidiaries (including any subsidiary trust), or obligations of Janus or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting securities of Janus, and (B) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford Janus or any Wellsford Subsidiary is a party of its subsidiaries to repurchase, redeem or by which otherwise acquire any such entity is bound, obligating Wellsford securities or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. (iii) There are no voting trusts or other agreements or understandings to which Janus or any of its subsidiaries is a party with respect to the voting of the capital stock or other equity interests of Janus or its subsidiaries. Neither Janus nor any of its subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)capital stock that are in effect.

Capital Structure. (a) The authorized capital stock of Parent consists entirely of (i) 224,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and (ii) 7,000,000 shares of beneficial interestpreferred stock of Parent, of which 4,600,000 are Series A (x) 3,000,000 shares have been designated as Serial Preferred Stock, Class A, without par value, of which 172,500 shares have been designated as 3.25% Redeemable Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $.01 par value per share Stock ("Wellsford “Series A A-2 Preferred Shares"Stock”), and 2,300,000 are Series B Cumulative Redeemable (y) 4,000,000 shares have been designated as Serial Preferred Shares Stock, Class B, without par value. At the close of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January business on July 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following2008: (i) each qualified or nonqualified option to purchase Wellsford 104,145,300 shares of Parent Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement Stock were issued and outstanding ("Wellsford Options"including 1,936,799 shares of restricted stock); (ii) each grant 30,478,228 shares of Wellsford Parent Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants")Stock were held by Parent in its treasury; (iii) any obligation 19,555 shares of Wellsford to issue Wellsford Series A-2 Preferred Stock were issued and outstanding and no shares of Parent Common Shares as a result Stock were reserved for issuance in connection with the conversion of the transactions contemplated hereby ("Change in Control Share Grants")Series A-2 Preferred Stock; and (iv) no shares of Parent Common Stock were subject to issued and outstanding options to purchase Parent Common Stock granted under Parent’s 2007 Incentive Equity Plan (the “2007 Incentive Plan”), Parent’s 1992 Incentive Equity Plan, as amended (the “1992 IEP”), Parent’s 1996 Nonemployee Directors’ Compensation Plan, as amended and restated (the “1996 Directors’ Plan”), Parent’s Nonemployee Directors’ Deferred Compensation Plan (the “Directors’ DCP”), and Parent’s Long-Term Incentive Program (the “Parent LTIP” and, together with the 2007 Incentive Plan, the 1992 IEP, the 1996 Directors’ Plan, the Directors’ DCP, and the Parent LTIP, the “Parent Stock Plans” and such stock options, collectively the “Parent Stock Options”). Parent has made available to the Company a list, as of the close of business on July 14, 2008, of the number of performance share grants issued for the 2006-2008, 2007-2009 and 2008-2010 performance periods. The shares of Series A-2 Preferred Stock that are issued and outstanding are entitled to vote on the Merger together with the Parent Common Stock, as a single class and each loan made by Wellsford share of Series A-2 Preferred Stock is entitled to one vote thereon. As of the close of business on July 14, 2008, each share of Series A-2 Preferred Stock is currently convertible into 133.0646 shares of Parent Common Stock at a conversion price of $7.52 per share of Parent Common Stock. As of July 14, 2008, the total number of votes entitled to be cast at the Parent Stockholders Meeting with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements")hereby is 104,164,855. The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are Parent are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth otherwise provided in this Section 2.3 3.2(c), there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of Parent, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or any Parent Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary. Except as otherwise provided in Schedule 2.3 of the Wellsford Disclosure Letterthis Section 3.2(c), as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford Parent or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Parent Subsidiary to (i) issue, deliver or sell, or cause caused to be issued, delivered or sold, additional shares of beneficial interestany capital stock, voting securities or other ownership interests securities convertible into or exchangeable or exercisable for capital stock or voting securities of Wellsford Parent or any Wellsford Parent Subsidiary or obligating Wellsford (ii) repurchase, redeem or otherwise acquire any such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.2(c), there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from Parent or a Parent Subsidiary any payment based on the revenues, earnings or financial performance of Parent or any Wellsford Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement assets or undertaking (other than to Wellsford or a Wellsford Subsidiary)calculated in accordance therewith.

Capital Structure. (a) The authorized capital stock of LRC consists of 90,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 LRC Common Stock, $.001 par value, and 5,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial InterestStock, $.01 .001 par value per share ("Wellsford Series A LRC Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January As of March 14, 1997, (i) 17,111,937 Wellsford 30,666,060 shares of LRC Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan all of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable nonassessable; (ii) no shares of LRC Preferred Stock were issued and not outstanding; (iii) 0 shares of LRC Common Stock or LRC Preferred Stock were held in the treasury of LRC or by subsidiaries of LRC; and (iv) 4,145,420 shares of LRC Common Stock were reserved for future issuance pursuant to LRC's Amended 1981 Incentive Stock Option Plan, Amended 1984 Incentive Stock Plan, and Amended 1991 Stock Option Plan (the "LRC Stock Option Plans"), LRC's 1996 Performance - Based Restricted Stock Plan (the "LRC Restricted Stock Plan") and LRC's Amended 1984 Employee Stock Purchase Plan (the "LRC Purchase Plan" and, together with the LRC Stock Option Plans and the LRC Restricted Stock Plan, the "LRC Stock Plans"). The shares reserved under the LRC Stock Plans include: (A) 0 shares reserved for issuance under the Amended 1981 Stock Option Plan; (B) 111,198 shares reserved for issuance under the Amended 1984 Stock Option Plan, 111,198 of which were subject to preemptive rightsor reserved for outstanding options and 0 of which were reserved for future option grants; (C) 3,378,927 shares reserved for issuance under the Amended 1991 Stock Option Plan, except that the shareholders may be 3,076,148 of which were subject to further assessment or reserved for outstanding options and 302,779 of which were reserved for future option grants; (D) 120,117 shares reserved for issuance under the LRC Restricted Stock Plan, 0 of which were subject to outstanding awards and 120,117 of which were reserved for future issuance; and (E) 535,178 shares reserved for future issuance under the LRC Purchase Plan. No change in such capitalization has occurred since such date other than the exercise and termination of outstanding stock options and restricted stock awards and the accrual of rights under the LRC Purchase Plan, all in the ordinary course. All shares of LRC Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. The shares of LRC Common Stock to be issued in the Merger will be, when issued in accordance with respect to certain claims for tortthis Agreement, contractduly authorized, taxesvalidly issued, statutory liability fully paid and otherwise in some jurisdictions to nonassessable. (b) LRC owns beneficially and of record, directly or through a subsidiary, all outstanding shares of capital stock of each of its subsidiaries (including 100% of the extent such claims are not satisfied by Wellsfordoutstanding shares of Merger Sub Common Stock) free and clear of any security interest, claim, lien, pledge, right, voting trust or proxy or other encumbrance or restriction whatsoever. There are no bondsobligations, debenturescontingent or otherwise, notes of LRC or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of LRC Common Stock or the capital stock of any LRC subsidiary or make any investment (in the form of a loan, capital contribution or otherwise), in any such subsidiary or any other indebtedness entity other than guarantees of Wellsford having bank obligations of such subsidiaries entered into in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders ordinary course of Wellsford may votebusiness. (dc) Except as set forth in this Section 2.3 3.2(a) or in Schedule 2.3 of the Wellsford Disclosure Letter(b), as of the date of this Agreement there are no outstanding equity securities of any class of LRC or its subsidiaries, or any securities exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2(a) or (b), there are no options, warrants, equity securities, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Wellsford LRC or any Wellsford Subsidiary of its subsidiaries is a party or by which such entity any of them is bound, bound obligating Wellsford LRC or any Wellsford Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests capital stock of Wellsford LRC or any Wellsford Subsidiary of its subsidiaries or obligating Wellsford LRC or any Wellsford Subsidiary of its subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, equity security, call, right, commitment, commitment or agreement, arrangement and, to the knowledge of LRC, there are no voting trusts, proxies or undertaking (other than agreements or understandings with respect to Wellsford the capital shares of LRC or a Wellsford Subsidiary)its subsidiaries.

Capital Structure. (a) The authorized shares capital stock of beneficial interest Parent consists entirely of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford 75,000,000 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstandingStock, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment 10,707 shares of preferred stock, par value $100 per share, of Parent, and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise 1,000,000 shares of outstanding options to purchase Wellsford Common Sharesspecial stock, without par value, of Parent (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise “Special Stock”), of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford 100,000 shares have been designated as Series A Preferred Shares. Junior Participating Special Stock (b) Set forth in Schedule 2.3 “Series A Special Stock”). At the close of the Wellsford Disclosure Letter is a true and complete list of the followingbusiness on November 27, 2009: (i) each qualified or nonqualified option to purchase Wellsford 26,602,173 shares of Parent Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement Stock were issued and outstanding ("Wellsford Options"including 752,320 shares of restricted stock); (ii) each grant 16,207,011 shares of Wellsford Parent Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants")Stock were held by Parent in its treasury; (iii) any obligation no shares of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants")Special Stock or Series A Special Stock were issued and outstanding; and (iv) each loan 12,000 shares of Parent Common Stock were subject to issued and outstanding options to purchase Parent Common Stock granted under Parent’s 1992 Non-Employee Directors’ Stock Option Plan, as amended, 469,955 shares of Parent Common Stock were subject to issued and outstanding options under Parent’s 2002 Equity Incentive Plan (the “Parent Stock Plan” and such stock options, the “Parent Stock Options”). Parent has made by Wellsford with respect available to the purchase of Wellsford Common Shares which will be forgiven as Company a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsfordlist, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date close of business on November 27, 2009, of the Wellsford Disclosure Letterholders of outstanding Parent Stock Options, restricted stock, performance shares or units, deferred shares, stock units and other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of each grant to such holders. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are Parent are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth otherwise provided in this Section 2.3 3.2(c), there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of Parent, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or any Parent Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary. Except as otherwise provided in Schedule 2.3 of the Wellsford Disclosure Letterthis Section 3.2(c), as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford Parent or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Parent Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interestany capital stock, voting securities or other ownership interests securities convertible into or exchangeable or exercisable for capital stock or voting securities of Wellsford Parent or any Wellsford Parent Subsidiary or obligating Wellsford (ii) repurchase, redeem or otherwise acquire any such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.2(c) and for payments under Parent Benefit Plans, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from Parent or a Parent Subsidiary any payment based on the revenues, earnings or financial performance of Parent or any Wellsford Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement assets or undertaking (other than to Wellsford or a Wellsford Subsidiary)calculated in accordance therewith.

Capital Structure. (a) The authorized capital stock of Parent consists of 800,000,000 shares of beneficial interest of Wellsford consist of Parent Common Stock and 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 Parent’s serial preferred stock par value $0.01 per share ("Wellsford Series A the “Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"Stock”). On January 14At the close of business on November 28, 19972014, (i) 17,111,937 Wellsford 436,561,032 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment no shares of Parent Preferred Stock were issued and Share Purchase Plan of Wellsfordoutstanding, (iii) 979,325 Wellsford no shares of Parent Common Shares Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Sharesheld by Parent in its treasury, (iv) 582,900 Wellsford 1,174,506 shares of Parent Common Shares Stock were held by the Parent Employee Stock Ownership Plan and (v) an aggregate of 15,816,347 shares of Parent Common Stock were reserved or available for issuance pursuant to the Parent Stock Plans, of which (A) 2,903,435 shares of Parent Common Stock were subject to options to purchase Parent Common Stock, (B) 262,818 shares of Parent Common Stock were subject to vested and unvested awards wherein the issuance of such shares of Parent Common Stock has been deferred or otherwise not yet occurred as of November 28, 2014 and (C) 2,287,824 shares of Parent Common Stock were subject to performance share awards for Parent Common Stock (assuming satisfaction of any performance vesting conditions at maximum levels). (b) All outstanding shares of Parent Common Stock are, and all shares of Parent Common Stock that may be issued upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Parent Common Shares granted under the 1992 Share Option PlanStock will be, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were when issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible intoto, or exchangeable forissued in violation of, securities having any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Florida Business Corporations Act (the “FBCA”), the Parent Articles, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the FBCA, the Parent Articles, the Parent Bylaws or any Contract to vote) on any matters on which shareholders of Wellsford may vote. (d) Parent is a party or otherwise bound. Except as set forth above in this Section 2.3 4.03 or in Schedule 2.3 of pursuant to the Wellsford Disclosure Letter, as of the date terms of this Agreement Agreement, there are no not issued, reserved for issuance or outstanding, and there are not any outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford Parent or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional (x) any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of beneficial interestcapital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (y) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or (z) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Common Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Parent or any Parent Subsidiary. Except pursuant to the Parent Stock Plans, there are not any outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other ownership equity interests of Wellsford Parent or any Wellsford Parent Subsidiary or obligating Wellsford any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent. Except for this Agreement, neither Parent nor any of the Parent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Parent or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)of the Parent Subsidiaries.

Capital Structure. (ai) The authorized capital stock of Rubicon Project consists of 500,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interestcommon stock, $.01 0.00001 par value per share ("Wellsford Series A Preferred Shares"the “Rubicon Project Common Stock”), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares 10,000,000 shares of Beneficial Interestundesignated preferred stock, $.01 0.00001 par value per share ("Wellsford Series B the “Rubicon Project Preferred Shares"Stock”). On January 14At the close of business on December 17, 19972019 (the “Rubicon Project Measurement Date”), (iA) 17,111,937 Wellsford 53,885,792 shares of Rubicon Project Common SharesStock were issued and outstanding (for the avoidance of doubt, 3,999,800 Wellsford Series A excluding shares of Rubicon Project Common Stock held by Rubicon Project in its treasury), including 1,875 shares of Rubicon Project Common Stock underlying unvested Rubicon Project Restricted Stock Awards, (B) no shares of Rubicon Project Common Stock were held by Rubicon Project in its treasury, (C) no shares of Rubicon Project Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (iiD) 1,000,000 Wellsford 4,274,784 shares of Rubicon Project Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of WellsfordStock were subject to issuance pursuant to Rubicon Project Stock Options, (iiiE) 979,325 Wellsford 8,079,353 shares of Rubicon Project Common Shares Stock were issuable upon exercise of outstanding options subject to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, pursuant to Rubicon Project RSU Awards and (viF) a sufficient number no shares of Wellsford Rubicon Project Common Shares Stock were reserved for subject to issuance pursuant to permit the conversion of the then outstanding Wellsford Series A Preferred SharesRubicon Project PSU Awards. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are Rubicon Project are, and all shares of capital stock of Rubicon Project that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in Section 3.1(b) and this Section 2.3 4.2(c) and except for changes since the Rubicon Project Measurement Date resulting from the issuance of shares of Rubicon Project Common Stock pursuant to Rubicon Project Stock Options, Rubicon Project RSU Awards or Rubicon Project PSU Awards outstanding on the Rubicon Project Measurement Date in Schedule 2.3 accordance with their present terms or as expressly permitted by Section 5.1(b)(ii), (A) there are not issued or outstanding (1) any shares of capital stock or other voting or equity securities or interests of Rubicon Project, (2) any securities or interests of Rubicon Project or any of its Subsidiaries convertible into or exchangeable or exercisable for, or based upon the Wellsford Disclosure Lettervalue of, as shares of capital stock or voting or equity securities or interests of Rubicon Project or (3) any warrants, calls, options, preemptive rights, subscriptions or other rights to acquire from Rubicon Project or any of its Subsidiaries (including any Subsidiary trust), or obligations of Rubicon Project or any of its Subsidiaries to issue, any capital stock, voting or equity securities or interests or securities or interests convertible into or exchangeable or exercisable for, or based upon the date value of, capital stock or voting or equity securities or interests of this Agreement Rubicon Project, and (B) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford Rubicon Project or any Wellsford Subsidiary is a party of its Subsidiaries to repurchase, redeem or by which otherwise acquire any such entity is bound, obligating Wellsford securities or any Wellsford Subsidiary interests or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities or interests of Rubicon Project. (iii) Except for the Rubicon Project Voting Agreement, there are no stockholder agreements or voting trusts or other agreements or understandings to which Rubicon Project is a party with respect to the voting, or restricting the transfer, of the capital stock or other equity interest of Rubicon Project. Rubicon Project has not granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares of beneficial interestcapital stock that are in effect. No shares of capital stock of Rubicon Project are held by any Subsidiary of Rubicon Project. Rubicon Project does not have outstanding any bonds, voting securities debentures, notes or other ownership interests obligations the holders of Wellsford which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Rubicon Project on any matter. (iv) As of the date of this Agreement, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Rubicon Project or any Wellsford Subsidiary of its Subsidiaries is subject, party or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)otherwise bound.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 200,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and (ii) 15,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.01 per share ("Wellsford Series A “Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"Stock”). On January 14At the close of business on November 16, 1997, 2018: (iA) 17,111,937 Wellsford 95,618,709 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, including 1,744,145 shares of restricted Parent Common Stock issued pursuant to the Parent Equity Plan; (iiB) 1,000,000 Wellsford 0 shares of Parent Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan Stock were treasury stock; (C) 420,831 shares of Wellsford, (iii) 979,325 Wellsford Parent Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved for issuance upon the exercise of outstanding options which may be granted under the 1992 Share Option Plan, to purchase Parent Common Stock; (vD) 750,000 Wellsford 972,004 shares of Parent Common Shares Stock were reserved for issuance under upon the Longsettlement of outstanding time-Term Management Incentive Plan vesting restricted stock awards in respect of Wellsford, and shares of Parent Common Stock; (viE) a sufficient number 386,070 (assuming satisfaction of Wellsford performance goals at the target level) or 772,141 (assuming satisfaction of performance goals at the maximum level) shares of Parent Common Shares Stock were reserved for issuance upon the settlement of outstanding performance-vesting restricted stock award in respect of shares of Parent Common Stock; (F) no shares of Parent Preferred Stock were issued and outstanding; and (G) no shares of Parent Common Stock were reserved for issuance of future awards pursuant to permit the conversion of the then outstanding Wellsford Series A Preferred SharesParent Equity Plan. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are Parent Common Stock have been duly authorized, are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rightsrights and (B) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in applicable contracts. All outstanding shares of capital stock of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, have been duly authorized, are validly issued, fully paid and non-assessable and are not subject to preemptive rights and are free and clear of all Encumbrances, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by WellsfordPermitted Encumbrances. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 5.2, and except for changes since November 16, 2018 resulting from stock grants or other awards granted in Schedule 2.3 accordance with Section 6.2 or the exercise of stock options (and the Wellsford Disclosure Letterissuance of shares thereunder) or settlement of equity awards, in each case, outstanding as of the date of this Agreement such date, there are outstanding: (i) no outstanding securitiesshares of capital stock, (ii) no Voting Debt or other voting or equity securities of Parent; (iii) no options, subscriptions. warrants, calls, rights (including preemptive rights) to subscribe for, commitmentspurchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or other voting or equity securities of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent or other voting or equity securities of Parent, agreements(iv) no equity appreciation, arrangements phantom equity, stock unit, profit participation, cash-settled equity equivalents or undertakings awards, equity-based performance (including of any kind the type set forth in the previous sentence) or other similar rights in respect of capital stock of Parent, and (v) no other commitments or agreements to which Wellsford Parent or any Wellsford Subsidiary of Parent is a party or by which such entity it is bound, obligating Wellsford bound that would (A) obligate Parent or any Wellsford Subsidiary of Parent to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of beneficial interest, voting securities capital stock or any Voting Debt or other ownership interests voting or equity securities of Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries, or obligating Wellsford (B) obligate Parent or any Wellsford Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Other than the Voting Agreements, agreementthere are no stockholder agreements, arrangement voting trusts or undertaking 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 the capital stock of Parent. Parent has no (i) material joint venture or other similar material equity interests in any Person other than its Subsidiaries or (ii) obligations, whether contingent or otherwise, to Wellsford or a Wellsford Subsidiary)consummate any material additional investment in any Person other than its Subsidiaries. The authorized capital stock of Merger Sub 1 consists of 100 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. All of the limited liability company interests of Merger Sub 2 are owned by Parent.

Capital Structure. (ai) The authorized capital stock of VeraSun consists of 275,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 capital stock consisting of: (1) 250,000,000 shares of beneficial interestVeraSun Common Stock and (2) 25,000,000 shares of preferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, par value $.01 par value per share ("Wellsford Series A the “VeraSun Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"Stock”). On January 14At the close of business on November 26, 19972007, (i) 17,111,937 Wellsford 92,899,902 shares of VeraSun Common SharesStock were issued and outstanding (including 332,104 shares subject to restricted stock awards (the “VeraSun Restricted Stock Awards”)), 3,999,800 Wellsford Series A (ii) no shares of VeraSun Common Stock were held by VeraSun in its treasury; (iii) no shares of VeraSun Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding; (iv) 6,765,986 shares of VeraSun Common Stock were reserved for issuance pursuant to the 2003 Stock Incentive Plan and grants of other options (such plans and arrangements, collectively, the “VeraSun Stock Plans”) (of which 2,798,143 shares of VeraSun Common Stock are subject to outstanding stock options (“VeraSun Stock Options” and, together with VeraSun Restricted Stock Awards, the “VeraSun Stock Awards”) and (v) 1,387,745 shares of VeraSun Common Stock were reserved for issuance pursuant to outstanding warrants to purchase VeraSun Common Stock (the “VeraSun Warrants”). There are no outstanding stock appreciation rights or other rights (other than the VeraSun Stock Options and the VeraSun Warrants) to receive shares of VeraSun Common Stock on a deferred basis granted under the VeraSun Stock Plans or otherwise. Section 3.02(c)(i) of the VeraSun Disclosure Schedule sets forth a complete and correct list, as of November 26, 2007, of (i) the name (or employee ID number) of each holder of the VeraSun Warrants, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan name (or employee ID number) of Wellsfordeach holder of a VeraSun Stock Award, (iii) 979,325 Wellsford the number of shares of VeraSun Common Shares were issuable upon exercise of outstanding options Stock subject to purchase Wellsford Common Shareseach such VeraSun Stock Award, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, prices thereof (if any) and (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject VeraSun Stock Plan pursuant to which such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares VeraSun Stock Award is granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no No bonds, debentures, notes or other indebtedness of Wellsford VeraSun having the right to vote (or convertible into, into or exchangeable for, or exercisable for securities having the right to vote) on any matters on which shareholders of Wellsford VeraSun or any of its Subsidiaries may vote. vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of VeraSun are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (dother than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights. Except as set forth in this Section 2.3 3.02(c) (including pursuant to the conversion or in Schedule 2.3 exercise of the Wellsford Disclosure Lettersecurities referred to above), as of the date of this Agreement (x) there are no not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of VeraSun or any of its Subsidiaries (other than shares of capital stock or other voting securities of such Subsidiaries that are directly or indirectly owned by VeraSun), options(B) any securities of VeraSun or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, VeraSun or any of its Subsidiaries or (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which Wellsford acquire from VeraSun or any Wellsford Subsidiary is a party or by which such entity is boundof its Subsidiaries, obligating Wellsford and no obligation of VeraSun or any Wellsford Subsidiary of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, VeraSun or any of its Subsidiaries, (y) there are not any outstanding obligations of VeraSun or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities and (z) VeraSun is not a party to any voting agreement with respect to the voting of any such securities. Pursuant to Article III, Section C of the Articles of Incorporation of VeraSun, the indebtedness of VeraSun may not be increased above $1.0 billion unless VeraSun has complied with Article XVII, Section 8 of the Constitution of the State of South Dakota with respect to such increase. (ii) The authorized capital stock of Sub consists of 1,000 shares of beneficial interestcommon stock, voting par value $.01 per share (“Sub Common Stock”). There are issued and outstanding 1,000 shares of Sub Common Stock. All such shares are owned directly by VeraSun. Sub does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other ownership interests of Wellsford agreements or any Wellsford Subsidiary or commitments obligating Wellsford or any Wellsford Subsidiary Sub to issue, granttransfer or sell any shares of Sub Common Stock. Sub does not have bonds, extend debentures, notes or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)indebtedness outstanding.

Capital Structure. (a) The authorized capital stock of RSI consists of 40,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 RSI Common Stock and 10,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $.10 per share ("Wellsford Series A RSI Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January 14At the close of business on June 25, 1997, : (i) 17,111,937 Wellsford 27,969,503 shares of RSI Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford 271,020 shares of RSI Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, Stock were held by RSI in its treasury; (iii) 979,325 Wellsford Common Shares no shares of RSI Preferred Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, issued and outstanding; (iv) 582,900 Wellsford 1,479,113 shares of RSI Common Shares Stock were reserved for issuance pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of RSI or its subsid- iaries participate as of the date hereof (including, without limitation, the 1980 Stock Option Plan, the 1988 Stock Option and Compensation Plan, the RSI 1989 Director Stock Option Plan, the RSI 1993 Director Stock Option Plan, the 1995 Key Employees Stock Option and Compensation Plan, the RSI Convertible Award Plan (Officer and Key Employee Edition), the RSI Convertible Award Plan (Director Edition), the Amended and Restated Manage- ment Stock Option Plan of WS Holdings Corporation, the Amended and Restated US Foodservice Inc. 1992 Stock Option Plan and the Amended and Restated US Foodservice Inc. 1993 Stock Option Plan), complete and correct copies of which, in each case as amended as of the date hereof, have been filed as exhibits to the RSI Filed SEC Documents or delivered to JPFI (such plans, collectively, the "RSI Stock Plans"); (v) 331,761 shares of RSI Common Stock were reserved for issuance upon conversion of the exercise Assumed Warrants and (vi) 125,000 shares of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares RSI Preferred Stock were reserved for issuance under the Long-Term Management Incentive Plan upon exercise of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to preferred stock purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement rights (the "Share Loan RSI Rights") issued pursuant to the Amended and Acquisition AgreementsRestated Rights Agreement, dated as of May 15, 1996, by and between RSI and ChaseMellon Shareholder Services L.L.C., as rights agent (as successor to Chemical Bank) (the "RSI Rights Agreement"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 3.1(c) of the Wellsford RSI Disclosure Letter Schedule sets forth the name a complete and correct list, as of the granteeJune 27, the date 1997, of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares of RSI Common Stock subject to employee stock options that are currently exercisableor other rights to purchase or receive RSI Common Stock granted under the RSI Stock Plans (col- lectively, "RSI Employee Stock Options"), the exercise price per share, those options granting reload options, and the number dates of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares grantedexercise prices thereof. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are RSI are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 3.1(c) and except for changes since June 27, 1997 resulting from the issuance of shares of RSI Com- mon Stock pursuant to the RSI Employee Stock Options or in Schedule 2.3 as ex- pressly permitted by this Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any shares of the Wellsford Disclosure Lettercapital stock or other voting securities of RSI, as (B) any securities of the date RSI or any RSI subsidiary convertible into or exchangeable or exercisable for shares of this Agreement capital stock or voting securities of RSI, (C) any warrants, calls, options or other rights to ac- quire from RSI or any RSI subsidiary, and any obligation of RSI or any RSI subsidiary to issue, any capital stock, voting secu- rities or securities convertible into or exchangeable or exer- cisable for capital stock or voting securities of RSI, and (y) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford RSI or any Wellsford Subsidiary is a party RSI subsid- iary to repurchase, redeem or by which otherwise acquire any such entity is bound, obligating Wellsford secu- rities or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There are no outstand- ing (A) securities of RSI or any RSI subsidiary convertible into or exchangeable or exercisable for shares of beneficial interestcapital stock or other voting securities or ownership interests in any RSI subsidiary, (B) warrants, calls, options or other rights to acquire from RSI or any RSI subsidiary, and any obligation of RSI or any RSI subsidiary to issue, any capital stock, voting securities or other ownership interests of Wellsford in, or any Wellsford Subsidiary securities convertible into or obligating Wellsford exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any RSI subsidiary or (C) obligations of RSI or any Wellsford Subsidiary RSI subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of RSI subsidiaries or to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitysecurities. Except as described in Section 3.1(b), optionneither RSI nor any RSI subsidiary is a party to any agreement restricting the purchase or transfer of, warrantrelating to the voting of, callrequiring registra- tion of, rightor granting any preemptive or, commitmentexcept as provided by the terms of the RSI Employee Stock Options, agreementantidilutive rights with respect to, arrangement any securities of the type referred to in the two preceding sentences. Other than the RSI subsidiar- ies, RSI does not directly or undertaking (indirectly beneficially own any securities or other than beneficial ownership interests in any other entity except for non-controlling investments made in the ordi- nary course of business in entities which are not individually or in the aggregate material to Wellsford or RSI and its subsidiaries as a Wellsford Subsidiary)whole.

Capital Structure. (a) The authorized capital stock of CTWS consists of (i) 25,000,000 CTWS Common Shares, (ii) 50,000 shares of beneficial interest of Wellsford consist of 100,000,000 cumulative preferred stock, $16 par value (“CTWS $16 Par Preferred Shares”), (iii) 15,000 shares of beneficial interestcumulative preferred stock, $20 par value (“CTWS $20 Par Preferred Shares”), (iv) 400,000 shares of cumulative preferred stock, $25 par value (“CTWS $25 Par Preferred Shares”), and (v) 1,000,000 shares of preference stock, $1 par value (“CTWS $1 Par Preference Shares”) ((ii) though (v), collectively, the “CTWS Preferred Shares”, and together with the CTWS Common Shares, the “CTWS Capital Stock”). At the close of business on March 12, 2018: (i) (w) 11,861,315 CTWS Common Shares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS, (x) no CTWS Common Shares were held in CTWS’s treasury, (y) 295,895 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Dividend Reinvestment Plan, and (z) 221,343 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Stock Plans, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares 22,071 shares were issuable upon the vesting of Beneficial Interest, outstanding CTWS Restricted Share Units and CTWS Performance Share Units; (ii) (x) 29,499 CTWS $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B 16 Par Preferred Shares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (iiy) 1,000,000 Wellsford Common no CTWS $16 Par Preferred Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, were held in CTWS’s treasury; (iii) 979,325 Wellsford Common (x) 15,000 CTWS $20 Par Preferred Shares were issuable upon exercise issued and outstanding, none of outstanding options which were subject to purchase Wellsford Common Shares, vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $20 Par Preferred Shares were held in CTWS’s treasury; (iv) 582,900 Wellsford Common (x) no CTWS $25 Par Preferred Shares were issued and outstanding and (y) no CTWS $25 Par Preferred Shares were held in CTWS’s treasury; and (v) (x) no CTWS $1 Par Preference Shares were issued and outstanding and (y) no CTWS $1 Par Preference Shares were held in CTWS’s treasury. Except as set forth in this Section 4.03(a), at the close of business on March 12, 2018, no shares of capital stock or voting securities of, or other equity interests in, CTWS were issued, reserved for issuance upon or outstanding. From the exercise close of options which may be granted under the 1992 Share Option Planbusiness on March 12, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford2018, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 there have been no issuances by CTWS of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or voting securities of, or other voting securities equity interests in, CTWS, other than the issuance of Wellsford were issuedCTWS Common Stock upon the settlement of CTWS Restricted Share Units and CTWS Performance Share Units in each case outstanding at the close of business on March 12, reserved for issuance2018, or outstandingand in accordance with their terms in effect at such time. (cb) All outstanding shares of beneficial interest CTWS Capital Stock are, and all shares of Wellsford are CTWS Capital Stock that may be issued upon the settlement of CTWS Performance Share Units will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any provision of the CBCA or other Law, the CTWS Charter, the CTWS Bylaws or any Contract to preemptive rightswhich CTWS or any CTWS Subsidiary is a party or otherwise bound (including the CTWS Stock Plans). Except as set forth above in this Section 4.03 or pursuant to this Agreement, except there are not issued, reserved for issuance or outstanding, and there are no outstanding obligations of CTWS or any CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities of CTWS or any CTWS Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, (y) any warrants, calls, options or other rights to acquire from CTWS or any CTWS Subsidiary, or any other obligation of CTWS or any CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or (z) any rights issued by or other obligations of CTWS or any CTWS Subsidiary that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise are linked in some jurisdictions any way to the extent such claims price of any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, the value of CTWS, any CTWS Subsidiary or any part of CTWS or any CTWS Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary. Except pursuant to the CTWS Stock Plans, there are not satisfied by Wellsfordany outstanding obligations of CTWS or any CTWS Subsidiary to repurchase, redeem or otherwise acquire any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, debentures, notes or other indebtedness Indebtedness of Wellsford CTWS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford CTWS may vote. vote (d) collectively, “CTWS Voting Debt”). Neither CTWS nor any CTWS Subsidiary is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, CTWS. Except as set forth in for this Section 2.3 Agreement, neither CTWS nor any CTWS Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or in Schedule 2.3 nominate any director of the Wellsford Disclosure LetterCTWS or any CTWS Subsidiary. All CTWS Restricted Share Units, CTWS Performance Share Units and CTWS Performance Cash Units outstanding as of the date of this Agreement there may, pursuant to their terms, be treated in accordance with Section 6.05. (c) Section 4.03(c) of the CTWS Disclosure Letter sets forth a true and complete list of all CTWS Restricted Share Units, CTWS Performance Share Units, and CTWS Performance Cash Units outstanding as of March 12, 2018, setting forth the holder’s participation identification number, the number of shares (as applicable) subject to each award, the grant date and vesting schedule with respect to each award, the plan under which each such award was granted and whether such award is subject to any deferral or is otherwise subject to Section 409A of the Code. (d) The representations and warranties set forth in this Section 4.03 shall be made as of the Original Execution Date; provided, that, with respect to the A&R Merger Agreement, as of the A&R Execution Date, and with respect to this Amended and Restated Agreement, as of the Execution Date, Section 4.03(a)(ii) is amended and restated as follows: “(x) 29,499 CTWS $16 Par Preferred Shares were redeemed on May 4, 2018 and are no longer outstanding securitiesand (y) no CTWS $16 Par Preferred Shares are issued and outstanding or held in CTWS’s treasury”; provided, optionsfurther, warrantsthat, callswith respect to the A&R Merger Agreement, rightsas of the A&R Execution Date, commitmentsand with respect to this Amended and Restated Agreement, agreementsas of the Execution Date, arrangements Section 4.03(a)(iii) is amended and restated as follows: “(x) 15,000 CTWS $20 Par Preferred Shares were redeemed on May 4, 2018 and are no longer outstanding and (y) no CTWS $20 Par Preferred Shares are issued and outstanding or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)held in CTWS’s treasury.”

Capital Structure. (ai) The authorized capital stock of MI Corp. consists of 700,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 MI Common Stock and 5,000,000 shares of beneficial interestPreferred Stock (the “MI Preferred Stock”) of which, as of which 4,600,000 are this date hereof, 2,000,000 shares of the MI Preferred Stock have been designated Series A Cumulative Convertible Preferred Shares Stock. At the close of Beneficial Interestbusiness on March 28, $.01 par value per share 2007 ("Wellsford Series A Preferred Shares"the “Capitalization Date”), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares (A) 256,673,530 shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford MI Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable (iisubject to the personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) 1,000,000 Wellsford Common Shares have of the WBCL for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) of the WBCL has been reserved repealed) owing to employees for the Dividend Reinvestment services performed, but not exceeding six months’ service in any one case) and Share Purchase Plan free of Wellsfordpreemptive rights, (iiiB) 979,325 Wellsford Common Shares no shares of MI Preferred Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Sharesissued or outstanding, (ivC) 582,900 Wellsford 5,298,894 shares of MI Common Shares Stock were held in the treasury of MI Corp.; (D) 17,644,536 shares of MI Common Stock were reserved for issuance upon pursuant to outstanding options (the exercise “MI Options”) to purchase shares of options which may be granted under MI Common Stock pursuant to the 1992 Share plans and agreements listed in Section 4.2(b)(i) of the MI Disclosure Schedule (collectively, the “MI Option Plan, Plans”); (vE) 750,000 Wellsford 824,682 shares of MI Common Shares Stock were reserved for issuance under pursuant to MI Corp.’s Amended and Restated 2000 Employee Stock Purchase Plan (the Long-Term Management Incentive Plan “MI Stock Purchase Plan”); (F) the issued and outstanding MI Common Stock included 601,620 restricted shares issued to employees of WellsfordMI Corp. (the “MI Restricted Stock”) pursuant to the plans and agreements listed in Section 4.2(b)(i) of the MI Disclosure Schedule (collectively, the “MI Restricted Stock Plans”); and (viG) a sufficient number 10,800,000 shares of Wellsford Common Shares Stock were reserved for issuance pursuant to permit the conversion units of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true Common SPACES issued by MI Corp. and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement an Affiliate thereof (the "Share Loan and Acquisition Agreements"“MI SPACES Plan”). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except Except as set forth in this Section 2.3 or Schedule 2.3 the preceding sentence and except for shares reserved for issuance pursuant to outstanding registration statements of MI Corp., and additional shares issuable upon anti-dilution adjustment of the Wellsford Disclosure LetterMI SPACES Plan, as of the Capitalization Date, (x) no shares of beneficial interest capital stock or other voting securities of Wellsford MI Corp. were issued, reserved for issuanceissuance or outstanding, and (y) there are no options, warrants, calls, rights, puts or Contracts to which MI Corp. or any of its Subsidiaries is a party or by which any of them is bound obligating MI Corp. or any of its Subsidiaries to issue, deliver, sell or redeem or otherwise acquire, or outstanding. (c) All outstanding cause to be issued, delivered, sold or redeemed or otherwise acquired, any additional shares of beneficial interest capital stock or MI Voting Debt (or any securities convertible or exercisable or exchangeable for shares of Wellsford capital stock of MI Corp. or any of its Subsidiaries or MI Voting Debt) of MI Corp. or any of its Subsidiaries or obligating MI Corp. or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the Capitalization Date, the MI Stock Option Plans, MI Stock Purchase Plan and the MI Restricted Stock Plans are the only benefit plans of MI Corp. or its Subsidiaries under which any shares of capital stock of MI Corp. or any of its Subsidiaries are issuable or which provide for stock appreciation rights or other rights the value of which is determined in whole or in part by reference to the value of securities of MI Corp. or any of its Subsidiaries. Each share of MI Common Stock which may be issued pursuant to any MI Option Plan, MI Stock Purchase Plan, MI Restricted Stock Plan or MI SPACES Plan has been duly authorizedauthorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and not subject to free of preemptive rights. (ii) Except as set forth in clause (i) above, except that as of the shareholders may be subject to further assessment with respect to certain claims for tortCapitalization Date, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford MI Corp. having the right to vote (or convertible into, into or exchangeable for, for securities having the right to vote) on any matters on which shareholders of Wellsford MI Corp. may votevote (“MI Voting Debt”) are issued or outstanding. (diii) Except as set forth in this Section 2.3 or in Schedule 2.3 of Other than the Wellsford Disclosure LetterTransaction Agreements, as of the date of this Agreement hereof, there are no outstanding securities, options, warrants, calls, rights, commitments, shareholder agreements, arrangements voting trusts or undertakings of any kind other Contracts to which Wellsford or any Wellsford Subsidiary MI Corp. is a party or by which such entity it is boundbound relating to the voting or transfer of any shares of capital stock of MI Corp. (iv) The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be all of which are owned beneficially and of record by MVT Holding and are validly issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)fully paid and nonassessable.

Capital Structure. (a) The authorized capital stock of Parent consists of 800,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 2,000,000 shares of beneficial interestpreferred stock, par value $25.00 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”), of which 4,600,000 are Series A 325,000 shares have been designated as 5% Cumulative Convertible Series L Preferred Shares of Beneficial Interest, $.01 par value per share Stock ("Wellsford the “Parent Series A Preferred L Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"”). On January 14At the close of business on April 25, 19972011, (i) 17,111,937 Wellsford 600,481,913 shares of Parent Common Stock were issued and outstanding, of which 1,958,322 were Parent Restricted Shares, 3,999,800 Wellsford (ii) 9,434 shares of Parent Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred L Shares were issued and outstanding, (iiiii) 1,000,000 Wellsford 323,698 shares of Parent Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of WellsfordStock were held by Parent in its treasury, (iiiiv) 979,325 Wellsford 31,145,731 shares of Parent Common Shares Stock were reserved and available for issuance pursuant to the Parent Stock Plans, of which 11,500,212 shares were issuable upon exercise of outstanding options to purchase Wellsford Common SharesParent Stock Options, (ivv) 582,900 Wellsford 108,809 shares of Parent Common Shares Stock were reserved for issuance upon the exercise vesting of options which may be granted under the 1992 Share Option PlanParent RSUs, (vvi) 750,000 Wellsford 12,864 shares of Parent Common Shares Stock were reserved for issuance under upon conversion of the Long-Term Management Incentive Plan Parent Series L Shares, (vii) 3,838,932 shares of Wellsford, and (vi) a sufficient number of Wellsford Parent Common Shares Stock were reserved for issuance pursuant to permit the conversion of Parent 2001 Employee Stock Purchase Plan (the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan“Parent ESPP”), Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (ivviii) each loan made by Wellsford with respect 550,987 shares of Parent Common Stock were reserved for issuance pursuant to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement Parent Automatic Dividend Reinvestment and Stock Repurchase Service (the "Share Loan and Acquisition Agreements"“Parent DRIP”). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares Except as set forth in this Section 2.3(a3.03(a), at the close of business on April 25, 2011, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. For each Wellsford Option held by From the executive officers close of Wellsfordbusiness on April 25, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject 2011 to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 there have been no issuances by Parent of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or voting securities of, or other voting securities equity interests in, Parent other than the issuance of Wellsford were issuedParent Common Stock upon the exercise of Parent Stock Options outstanding at the close of business on April 25, reserved for issuance2011, or outstandingand issuances pursuant to rights under the Parent ESPP and Parent DRIP, in each case in accordance with their terms in effect as of April 25, 2011. (cb) All outstanding shares of beneficial interest Parent Capital Stock are, and, at the time of Wellsford are issuance, all such shares that may be issued upon the exercise or vesting of Parent Stock Options or Parent RSUs or pursuant to the Parent Stock Plans, the Parent ESPP or the Parent DRIP will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Louisiana Business Corporation Law (the “LBCL”), the Parent Articles, the Parent By-laws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock constituting the Stock Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rightsright, except that subscription right or any similar right under any provision of the shareholders may be subject LBCL, the Parent Articles, the Parent By-laws or any Contract to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and which Parent is a party or otherwise bound. Except as set forth above in some jurisdictions this Section 3.03 or pursuant to the extent such claims terms of this Agreement, there are not satisfied issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (y) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, or (z) any rights issued by Wellsfordor other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Capital Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Parent or any Parent Subsidiary. Except for acquisitions, or deemed acquisitions, of Parent Common Stock or other equity securities of Parent in connection with (i) the payment of the exercise price of Parent Stock Options with Parent Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Parent Stock Options, the vesting of Parent Restricted Shares or Parent RSUs and the vesting or delivery of other awards pursuant to the Parent Stock Plans and (iii) forfeitures of Parent Stock Options, Parent Restricted Shares and Parent RSUs, there are not any outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no bonds, debentures, notes or other indebtedness Indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford Parent may vote. vote (d) Except as set forth in this Section 2.3 or in Schedule 2.3 “Parent Voting Debt”). Neither Parent nor any of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sellvoting securities of, or cause to be issuedother equity interests in, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)Parent.

Capital Structure. (ai) The authorized capital stock of Parent consists of 1,200,000,000 Parent Shares, 150,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestClass B Preferred Stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $50.00 per share ("Wellsford Series A “Class B Parent Preferred Shares"Stock”), 250,000 shares of Class C Preferred Stock, par value $100.00 per share (“Class C Parent Preferred Stock”), 1,100,000 shares of Class D Preferred Stock, without par value (“Class D Parent Preferred Stock”), and 2,300,000 are Series B Cumulative Redeemable 16,550,000 shares of Class E Preferred Shares of Beneficial Interest, $.01 Stock without par value per share ("Wellsford Series collectively with the Class B Parent Preferred Shares"Stock, Class C Parent Preferred Stock and Class D Parent Preferred Stock, the “Parent Preferred Stock”). On January 14, 1997As of the close of business on the Capitalization Date, (iA) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred 390,884,701 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 177,022,471 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (iiD) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common 5,070,696 Parent Shares were issuable upon the exercise of outstanding options to purchase Wellsford Common Parent Shares, (ivE) 582,900 Wellsford Common 3,512,271 Parent Shares were subject to outstanding restricted stock units (including performance stock units, assuming achievement of the applicable performance measures at the maximum level) of Parent, (F) 43,924,642 Parent Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved and available for issuance under the Long-Term Management Incentive Parent 2014 Stock Plan of Wellsford(the “Parent Stock Plan”), and (viG) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any no other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or other voting securities of Wellsford Parent were issued, reserved for issuance, issuance or outstanding. (cii) All outstanding shares of beneficial interest of Wellsford are Parent Shares are, and all Parent Shares reserved for issuance in accordance with the Parent Stock Plan, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable non-assessable. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and not subject non-assessable and owned by Parent or by a direct or indirect wholly-owned Subsidiary of Parent, free and clear of all Liens. Except as set forth in Section 5.2(b)(i), and for changes after the date of this Agreement in compliance with Section 6.1(b), there are no (A) shares of capital stock or other securities of, or ownership interests in, Parent, (B) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary, (C) preemptive or other outstanding rights, except options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (1) give any Person the shareholders may be subject right to further assessment purchase, subscribe or acquire from Parent or any Subsidiary or (2) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary, or (D) obligations of Parent or any Subsidiary to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary (other than in connection with respect (x) the payment of the exercise price of options to certain claims for tortpurchase Parent Shares (including in connection with “net” exercises), contract(y) Tax withholding in connection with the exercise options to purchase Parent Shares and vesting of restricted stock units of Parent, taxes, statutory liability and otherwise in some jurisdictions (z) forfeitures of options to the extent such claims are not satisfied by Wellsfordpurchase Parent Shares or restricted stock units of Parent). There are Parent has no outstanding bonds, debentures, notes or other indebtedness obligations the holders of Wellsford 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 Parent on any matters on matter. There are no voting trusts or other agreements or understandings to which shareholders Parent or any Subsidiary of Wellsford may voteParent is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of Parent or any Subsidiary of Parent. (diii) Except as set forth in this Section 2.3 or in Schedule 2.3 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 Wellsford Disclosure Letterissued and outstanding capital stock of Merger Sub is, as and at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock or voting securities of Merger Sub, (B) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, and (C) no options or other rights to 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. Merger Sub has not conducted any business prior to the date of this Agreement there are no outstanding securitiesand has no, optionsand prior to the Effective Time will have no, warrantsassets, calls, rights, commitments, agreements, arrangements liabilities or undertakings obligations of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (nature other than those incident to Wellsford or a Wellsford Subsidiary)its formation and pursuant to this Agreement and the Merger and the other Transactions.

Capital Structure. (a) The authorized shares capital stock of beneficial interest Parent consists of Wellsford consist of 1,200,000,000 Parent Shares and 100,000,000 shares of beneficial interestPreferred Stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 no par value per share ("Wellsford Series A “Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"Stock”). On January 14At the close of business on December 17, 19972004, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred 666,526,558 Parent Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 1,000,000 Wellsford Common 2,499,865 Parent Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsfordwere held by Parent in its treasury, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common 25,278,095 Parent Shares were reserved for issuance upon pursuant to outstanding options to purchase Parent Shares (the exercise of options which may be “Parent Stock Options”) granted under Parent’s Long-Term Incentive Plan, Parent’s Amended and Restated Long-Term Incentive Plan, as amended, and Parent’s 1998 Stock Option Plan (together with Parent’s Directors’ Stock Unit Plan the 1992 Share Option Plan“Parent Stock Incentive Plans”), (iv) 14,610,750 Parent Shares were reserved for the grant of additional awards under the Parent Stock Incentive Plans, (v) 750,000 Wellsford Common 7,000,000 Parent Shares were reserved for issuance pursuant to the Parent Dividend Reinvestment and Stock Purchase Plan (“Parent DRIP”), (vi) 1,127,000 Parent Shares were reserved for issuance pursuant to outstanding performance shares (“Parent Performance Shares”), (vii) 216,000 Parent Shares were reserved for issuance pursuant to outstanding units (“Directors’ Units”) under Parent’s Directors’ Stock Unit Plan, (viii) 4,548,254 Parent Shares were reserved for issuance under Parent’s Employee Stock Purchase Plan (the Long-Term Management Incentive Plan of Wellsford“Parent ESPP”), and (viix) a sufficient number of Wellsford Common 562,000 Parent Shares were reserved for issuance pursuant to permit the conversion outstanding Parent Restricted Shares and (x) 1,343,000 Parent Shares were reserved for issuance pursuant to outstanding Parent Deferred Shares. As of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 close of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On business on the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letterabove, no Parent Shares or shares of beneficial interest or other voting securities of Wellsford Parent Preferred Stock were issued, reserved for issuance, issuance or outstanding. , no awards or grants have been made under the Parent Stock Incentive Plans and there are not any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of Parent (cother than the Parent Phantom Shares and Parent Dividend Equivalents) All (“Parent Stock Equivalents”). There are no outstanding shares stock appreciation rights with respect to the capital stock of beneficial interest of Wellsford are Parent. Each outstanding Parent Share is, and each Parent Share which may be issued pursuant to Parent Stock Incentive Plans, the Parent DRIP, the Parent Performance Shares or the Parent ESPP will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Other than the Parent Shares and the Parent Preferred Stock, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims there are not satisfied by Wellsfordno other authorized classes of capital stock of Parent. There are no outstanding bonds, debentures, notes or other indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which Parent’s shareholders of Wellsford may votevote (“Parent Voting Debt”). (db) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as As of the date of this Agreement Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity any of them is bound, bound obligating Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of beneficial interestCapital Stock, voting Parent Stock Options, Parent Voting Debt or other securities or other ownership interests Parent Stock Equivalents or of Wellsford any of its Subsidiaries or obligating Parent or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its Subsidiaries to Wellsford repurchase, redeem or otherwise acquire any Capital Stock of Parent or any of its Subsidiaries. There are no outstanding agreements to which Parent, its Subsidiaries or any of their respective officers or directors is a Wellsford Subsidiary)party concerning the voting of any Capital Stock of Parent or any of its Subsidiaries.

Capital Structure. (ai) The authorized capital stock of BBCN consists of 150,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interestcommon stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.001 per share ("Wellsford Series A Preferred Shares"the “BBCN Common Stock”), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares 10,000,000 shares of Beneficial Interestpreferred stock, $.01 par value per share $0.001 ("Wellsford Series B the “BBCN Preferred Shares"Stock”). On January 14As of the close of business on December 1, 19972015, (iA) 17,111,937 Wellsford 79,556,621 shares of BBCN Common Stock, including 440,047 BBCN Restricted Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford 19,276 shares of BBCN Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved for issuance upon the exercise of options which may be granted the U.S. Treasury Department’s warrant under the 1992 Share Option Plan, its TARP Capital Purchase Program (v“BBCN TARP Warrant”) 750,000 Wellsford and 2,906,998 shares of BBCN Common Shares Stock were reserved for issuance upon exercise of stock options, stock appreciation rights, restricted stock, performance shares, performance units or other awards under the Long-Term Management Amended and Restated XXXX 0000 Equity Incentive Plan of Wellsfordand the 2006 Stock Incentive Plan (jointly, the “BBCN Stock Plans”), and (vi) a sufficient number no shares of Wellsford BBCN Common Shares Stock were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth held by BBCN in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified its treasury or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants")by its Subsidiaries; and (ivB) each loan made by Wellsford with respect no shares of BBCN Preferred Stock were issued and outstanding. All outstanding shares of BBCN Common Stock and BBCN Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and the issuance of none of such shares was subject to the purchase preemptive rights. The shares of Wellsford BBCN Common Shares which will Stock to be forgiven issued pursuant to or as a result of the transactions specifically contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that shall have been released from such pledge and the outstanding loan balance duly authorized as of the date of Effective Time and, if and when issued in accordance with the Wellsford Disclosure Letter. On the date of this Agreementterms hereof, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, shall be validly issued, fully paid and nonassessable non-assessable and not the issuance of none of such shares was or shall be subject to preemptive rights. (ii) Set forth in Section 4.2(b)(ii) of the BBCN Disclosure Schedule is a true, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability correct and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no complete list of all outstanding bonds, debentures, notes notes, trust preferred securities or other indebtedness similar obligations that BBCN or any of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) its Subsidiaries has issued. Except as set forth in Section 4.2(b)(ii) of the BBCN Disclosure Schedule, no Voting Debt of BBCN or any BBCN Subsidiary is issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of BBCN or any of its Subsidiaries were issued in compliance in all material respects with all Applicable Legal Requirements. Except as set forth in Section 4.2(b)(ii) of the BBCN Disclosure Schedule or otherwise in this Section 2.3 4.2(b), no BBCN Subsidiary has issued securities held by any entity other than BBCN or in Schedule 2.3 of a BBCN Subsidiary. (iii) Except for (A) this Agreement, (B) the Wellsford Disclosure LetterBBCN TARP Warrant, (C) BBCN Stock Options and restricted and performance units issued under the BBCN Stock Plans, which represented, as of December 1, 2015, the right to acquire (in the case of BBCN Stock Options) or to receive the value of (in the case of restricted and performance units) up to an aggregate of, respectively, 324,143 and 126,049 shares of BBCN Common Stock, and (D) agreements entered into and securities and other instruments issued after the date of this Agreement to the extent permitted by Section 5.2, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Wellsford BBCN or any Wellsford Subsidiary of BBCN is a party or by which such entity is bound, obligating Wellsford it or any Wellsford such Subsidiary is bound obligating BBCN or any Subsidiary of BBCN to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford capital stock or any Wellsford Voting Debt or stock appreciation rights of BBCN or of any Subsidiary of BBCN or obligating Wellsford BBCN or any Wellsford Subsidiary of BBCN to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no outstanding contractual obligations of BBCN or any of its Subsidiaries (A) to repurchase, agreementredeem or otherwise acquire any shares of capital stock of BBCN or any of its Subsidiaries or (B) except as set forth in Section 4.2(b)(iii) of the BBCN Disclosure Schedule, arrangement pursuant to which BBCN or undertaking any of its Subsidiaries is or could be required to register shares of BBCN Common Stock, BBCN Preferred Stock or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof to the extent permitted by Section 5.2. (iv) Since December 31, 2014, except as set forth in Section 4.2(b)(iv) of the BBCN Disclosure Schedule and except to the extent permitted by Section 5.2, BBCN has not (A) issued any shares of capital stock or securities exercisable or exchangeable for or convertible into shares of capital stock of BBCN or any of its Subsidiaries, other than pursuant to Wellsford and as required by the terms of the BBCN Stock Plans and any employee stock options and other awards issued under the BBCN Stock Plans prior to the date hereof (or issued after the date hereof in compliance with Sections 5.2(c) and 5.2(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more BBCN Subsidiaries, any shares of capital stock of BBCN or any of its Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of BBCN dividends or other distributions on the outstanding shares of capital stock of BBCN. (v) Set forth in Section 4.2(b)(v) of the BBCN Disclosure Schedule is a Wellsford Subsidiary)true, correct and complete list of all equity securities that BBCN or any of its Subsidiaries owns, controls or holds for its own account, and neither BBCN nor any of its Subsidiaries owns more than 4.9% of a class of voting securities of, or otherwise controls, any Person other than BBCN Bank, in the case of BBCN. (vi) Set forth in Section 4.2(b)(vi) of the BBCN Disclosure Schedule is a true, correct and complete list, as of the date of this Agreement, of all outstanding BBCN Stock Options and BBCN Restricted Shares and for each such BBCN Stock Option and BBCN Restricted Share, and other right, (i) the number of shares of BBCN Common Stock subject thereto, (ii) the terms of vesting (including the extent to which it shall become accelerated as a result of the Merger) and vested status, (iii) the grant and expiration dates, if applicable, (iv) the exercise price, if applicable, (v) the name of the holder thereof, (vi) for each BBCN Stock Option, whether such BBCN Stock Option is intended to be an “incentive stock option” as defined in Section 422 of the Code, a non-qualified stock option or otherwise, and (v) for each Restricted Share, whether BBCN has received a copy of an election made under Section 83(b) of the Code, which, if applicable, was, to the knowledge of BBCN, validly made and filed with the IRS in a timely fashion. No BBCN Stock Option (whether or not currently outstanding) is, or has been, subject to Section 409A of the Code and the regulations promulgated thereunder. (vii) With respect to the BBCN Stock Options, each such grant was made in accordance with the terms of the BBCN Stock Plans and all Applicable Legal Requirements, including valid exemptions from registration under the Securities Act and all other applicable securities laws.

Capital Structure. (a) The authorized shares of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan As of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 5,190,509,146 shares of Parent Common Stock were issued and outstanding as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letterclose of business on May 15, 2014, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of beneficial interest Parent Preferred Stock are issued and outstanding as of the date of this Agreement and no other shares of Parent Common Stock or other voting securities shares of Wellsford Parent Preferred Stock were issued, reserved for issuance, or outstanding. (c) issued and outstanding on such date. All of the outstanding shares of beneficial interest of Wellsford Parent Common Stock and Parent Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable nonassessable. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list as of May 15, 2014 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 May 15, 2014 to the execution of this Agreement, Parent has not subject issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on May 15, 2014 in accordance with their terms and, since May 15, 2014 to the execution of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. As of the date of this Agreement, there are no preemptive or other outstanding rights, except options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that the shareholders may be subject obligate Parent or any of its Subsidiaries to further assessment with respect issue or sell any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to certain claims subscribe for tortor acquire from Parent or any of its Subsidiaries, contractany equity securities of Parent, taxesand no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are authorized, statutory liability and otherwise in some jurisdictions to the extent such claims are issued or outstanding. Parent does not satisfied by Wellsford. There are no have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Wellsford 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 Parent on any matters on which shareholders of Wellsford may votematter. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford or any Wellsford Subsidiary is a party or by which such entity is bound, obligating Wellsford or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary).

Capital Structure. (a) The authorized capital stock of HFS consists of 600,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 HFS Common Stock and 10,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $1.00 per share ("Wellsford Series A HFS Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January 14At the close of business on May 21, 1997, : (i) 17,111,937 Wellsford 158,291,401 shares of HFS Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford no shares of HFS Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, Stock were held by HFS in its treasury; (iii) 979,325 Wellsford Common Shares no shares of HFS Preferred Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, issued and outstanding; (iv) 582,900 Wellsford 40,013,543 shares of HFS Common Shares Stock were reserved for issuance pursuant to the HFS 1992 Stock Option Plan and the HFS 1993 Stock Option Plan, complete and correct copies of which have been delivered to CUC (such plans, collectively, the "HFS Stock Plans"); and (v) 8,080,102 shares of HFS Common Stock were reserved for issuance upon the exercise conversion of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford HFS's 4-1/2% Convertible Senior Notes due 1999 and 3,598,320 shares of HFS Common Shares Stock were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the upon conversion of the then outstanding Wellsford Series A Preferred Shares. HFS's 4-3/4% Convertible Senior Notes due 2003 (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plancollectively, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition AgreementsHFS Convertible Securities"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 3.1(c) of the Wellsford HFS Disclosure Letter Schedule sets forth the name a complete and correct list, as of the granteeMay 21, the date 1997, of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares of HFS Common Stock subject to employee stock options that are currently exercisableor other rights to purchase or receive HFS Common Stock granted under the HFS Stock Plans (collectively, "HFS Employee Stock Options"), the exercise price per share, those options granting reload options, and the number dates of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares grantedexercise prices thereof. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest capital stock of Wellsford are HFS are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 3.1(c) and except for changes since May 21, 1997 resulting from the issuance of shares of HFS Common Stock pursuant to the HFS Employee Stock Options, the HFS Convertible Securities or in Schedule 2.3 as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of the Wellsford Disclosure Lettercapital stock or other voting securities of HFS, as (B) any securities of the date HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of this Agreement capital stock or voting securities of HFS, (C) any warrants, calls, options or other rights to acquire from HFS or any HFS subsidiary, and any obligation of HFS or any HFS subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of HFS, and (y) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which Wellsford HFS or any Wellsford Subsidiary is a party HFS subsidiary to repurchase, redeem or by which otherwise acquire any such entity is bound, obligating Wellsford securities or any Wellsford Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There are no outstanding (A) securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of beneficial interestcapital stock or other voting securities or ownership interests in any HFS subsidiary, (B) warrants, calls, options or other rights to acquire from HFS or any HFS subsidiary, and any obligation of HFS or any HFS subsidiary to issue, any capital stock, voting securities or other ownership interests of Wellsford in, or any Wellsford Subsidiary securities convertible into or obligating Wellsford exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any HFS subsidiary or (C) obligations of HFS or any Wellsford Subsidiary HFS subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of HFS subsidiaries or to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitysecurities. Neither HFS nor any HFS subsidiary is a party to any agreement restricting the transfer of, optionrelating to the voting of, warrantrequiring registration of, callor granting any preemptive or, rightexcept as provided by the terms of the HFS Employee Stock Options and the HFS Convertible Securities, commitmentantidilutive rights with respect to, agreementany securities of the type referred to in the two preceding sentences. Other than the HFS subsidiaries, arrangement HFS does not directly or undertaking (indirectly beneficially own any securities or other than beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to Wellsford or HFS and its subsidiaries as a Wellsford Subsidiary)whole.

Capital Structure. (a) The authorized shares As of beneficial interest of Wellsford consist of 100,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 the authorized capital stock of Parent consists of (i) 600,000,000 shares of Parent Class A Common Stock, (ii) 125,000,000 shares of Class B common stock, par value $0.01 per share, of Parent (“Parent Class B Common Stock”), and (iii) 50,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Wellsford Disclosure LetterParent Class A Common Stock and Parent Class B Common Stock, the “Parent Capital Stock”). At the close of business on the Measurement Date: (A) 281,240,390 shares of Parent Class A Common Stock were issued and outstanding, 35,420,258 shares of Parent Class B Common Stock were issued and outstanding and no shares of beneficial interest or other voting securities Parent Preferred Stock were issued and outstanding; (B) the shares of Wellsford Parent Class A Common Stock issued and outstanding include 1,176,897 shares of restricted Parent Class A Common Stock issued pursuant to Parent’s 2014 Amended and Restated Long-Term Incentive Plan, as amended from time to time (the “Parent Equity Plan”); (C) 1,256,781 Parent RSUs were issued, issued and outstanding and 358,240 Parent PSUs were issued and outstanding at target performance levels; and (D) 7,961,297 shares of Parent Class A Common Stock were reserved for issuance, or outstandingissuance pursuant to the Parent Equity Plan. (cb) All outstanding shares of beneficial interest Parent Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Wellsford are duly authorizedParent Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. The Parent Class A Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. The Parent Class A 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 close of business on the Measurement Date, except that the shareholders may be subject to further assessment with respect to certain claims for tortas set forth in this Section 5.2, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There there are no bondsoutstanding options, debentures, notes warrants or other indebtedness rights to subscribe for, purchase or acquire from Parent or any of Wellsford having its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the right to vote (exercise, conversion, purchase, exchange or convertible intoother similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or exchangeable fora direct or indirect wholly owned Subsidiary of Parent, securities having the right to vote) on any matters on which shareholders are free and clear of Wellsford may vote. (d) all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 2.3 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 Class A Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other awards granted in Schedule 2.3 of the Wellsford Disclosure Letteraccordance with Section 6.2(b)(ii), as of the date of this Agreement there are outstanding: (1) no outstanding securitiesshares 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 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, arrangements commitments or undertakings of any kind agreements to which Wellsford Parent or any Wellsford Subsidiary of Parent is a party or by which such entity it is bound, bound in any case obligating Wellsford Parent or any Wellsford Subsidiary of Parent to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of beneficial interest, Parent Capital Stock or any Voting Debt or other voting securities of Parent, or other ownership interests of Wellsford obligating Parent or any Wellsford Subsidiary or obligating Wellsford or any Wellsford Subsidiary of Parent 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 Class A Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, arrangement neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or undertaking indirectly, 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 to Wellsford or a Wellsford Subsidiary)its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the Parent Disclosure Letter. 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.

Capital Structure. (ai) The authorized capital stock of Momentive consists of 10,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Momentive Common Stock and 1,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interestpreferred stock, $.01 0.01 par value per share ("Wellsford Series A “Momentive Preferred Shares"Stock”). As of the close of business on September 8, 2010, (A) 5,124,876 shares of Momentive Common Stock were issued (including shares held in treasury), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares 247,853 shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"). On January 14, 1997, (i) 17,111,937 Wellsford Momentive Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, (iii) 979,325 Wellsford Common Shares were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares Stock were reserved for issuance upon the exercise or payment of options which may be granted under the 1992 Share Option Planoutstanding stock options, (v) 750,000 Wellsford Common Shares were reserved for issuance under the stock units or other awards or pursuant to Momentive’s 2007 Long-Term Management Incentive Plan of Wellsford(the “Momentive Incentive Plan”), and no shares of Momentive Common Stock were held by Momentive in its treasury or by its Subsidiaries; (viB) a sufficient number 500 shares of Wellsford Common Shares Momentive Preferred Stock were reserved for issuance to permit the conversion outstanding, consisting of the then outstanding Wellsford 500 shares of 13% Series A Cumulative Preferred Shares. (b) Set forth in Schedule 2.3 Stock issued pursuant to the Certificate of the Wellsford Disclosure Letter is a true Designations, Preferences and complete list Other Rights of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan13% Series A Cumulative Preferred Stock, Long-Term Management Incentive Plandated as of November 28, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants")2006; and (ivC) each loan made by Wellsford with respect warrants to the purchase up to 155,722 shares of Wellsford Momentive Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement Stock (the "Share Loan and Acquisition Agreements")“Momentive Warrants”) were outstanding. The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest Momentive Common Stock and Momentive Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. The shares of Wellsford are Momentive Common Stock that may be issued pursuant to the Momentive Incentive Plan and the Momentive Warrants have been duly authorizedauthorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights. No Subsidiary of Momentive owns or holds any Momentive Common Stock or Momentive Preferred Stock. (ii) No Voting Debt of Momentive is issued or outstanding. (iii) Except for (A) this Agreement, except that (B) options or awards issued under the shareholders may be subject to further assessment with respect to certain claims for tortMomentive Incentive Plan, contractwhich represented, taxesas of September 8, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds2010, debentures, notes or other indebtedness of Wellsford having the right to vote acquire up to an aggregate of 247,853 shares of Momentive Common Stock, and (or convertible intoC) the Momentive Warrants, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Wellsford Momentive or any Wellsford Subsidiary of Momentive is a party or by which such entity is bound, obligating Wellsford it or any Wellsford such Subsidiary is bound obligating Momentive or any Subsidiary of Momentive to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities or other ownership interests of Wellsford capital stock or any Wellsford Voting Debt or stock appreciation rights of Momentive or of any Subsidiary of Momentive or obligating Wellsford Momentive or any Wellsford Subsidiary of Momentive to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no outstanding contractual obligations of Momentive or any of its Subsidiaries (I) to repurchase, agreementredeem or otherwise acquire any shares of capital stock of Momentive or any of its Subsidiaries, arrangement or undertaking (other than the Momentive Incentive Plan, or (II) pursuant to Wellsford which Momentive or a Wellsford Subsidiary)any of its Subsidiaries is or could be required to register shares of Momentive Common Stock or other securities under the Securities Act except that certain Amended and Restated Securityholders Agreement, dated as of March 5, 2007, by and among Momentive and the other parties named therein. (iv) Since September 8, 2010, Momentive has not (A) issued or permitted to be issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of Momentive or any of its Subsidiaries, other than pursuant to and as required by the terms of the Momentive Incentive Plan and any employee stock options and other awards issued under the Momentive Incentive Plan prior to September 8, 2010; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Momentive Subsidiaries, any shares of capital stock of Momentive or any of its Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of Momentive dividends or other distributions on the outstanding shares of capital stock of Momentive, other than cash dividends on the Momentive Preferred Stock as required by the terms of such preferred stock as in effect on the date hereof. (v) Any units issued by Xxxxx X0 in connection with the Momentive Merger or the Holdco Merger will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and shall be free and clear of liens and encumbrances.

Capital Structure. (ai) The authorized capital stock of CBI consists of 485,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 capital stock consisting of: (1) 480,000,000 shares of beneficial interestCBI Common Stock, (2) 1,000,000 shares of non-voting preferred stock without par value (the "Non-Voting Preferred Stock") and (3) 4,000,000 shares of voting preferred stock without par value (the "Voting Preferred Stock" and, together with the Non-Voting Preferred Stock, the "CBI Preferred Stock") of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford 2,000,000 shares have been designated as Series A Preferred SharesStock (the "), and 2,300,000 are CBI Series B Cumulative Redeemable A Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred SharesStock"). On January 14At the close of business on July 15, 19971999, (i) 17,111,937 Wellsford 137,792,751 shares of CBI Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford no shares of CBI Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Wellsford, Stock were held by CBI in its treasury; (iii) 979,325 Wellsford Common Shares no shares of CBI Preferred Stock were issuable upon exercise of outstanding options to purchase Wellsford Common Shares, issued and outstanding; (iv) 582,900 Wellsford Common Shares 2,000,000 shares of CBI Series A Preferred Stock were reserved for issuance upon in connection with the exercise rights to purchase shares of options which may be granted under CBI Common Stock issued pursuant to the 1992 Share Option PlanRights Agreement dated as of April 29, 1997 (the "CBI Rights Agreement"), between CBI and The Fifth Third Bank, as rights agent; and (v) 750,000 Wellsford no shares of CBI Common Shares Stock were reserved for issuance under pursuant to the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share CBI 1989 Stock Option Plan, Longthe CBI 1997 Stock Option Plan for Non-Employee Directors, the CBI 1997 Long Term Management Incentive Plan, or any other formal or informal arrangement the CBI Executive Deferred Compensation Plan and grants of options made to individual employees (such plans and arrangements, collectively, the "Wellsford OptionsCBI Stock Plans"); ) (ii) each grant of Wellsford which 10,629,687 shares of CBI Common Shares to employees which Stock are subject to any risk of forfeiture ("Restricted Share Grants"outstanding CBI Stock Options); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no outstanding stock appreciation rights or rights (other than the CBI Stock Options) to receive shares of CBI Common Stock on a deferred basis granted under the CBI Stock Plans or otherwise. Section 3.02(b) of the CBI Disclosure Schedule sets forth a complete and correct list, as of July 15, 1999, of all outstanding stock options or other rights to purchase or receive CBI Common Stock granted under the CBI Stock Plans (collectively, "CBI Stock Options"). No bonds, debentures, notes or other indebtedness of Wellsford CBI having the right to vote (or convertible into, into or exchangeable for, or exercisable for securities having the right to vote) on any matters on which shareholders stockholders of Wellsford CBI or any of its Subsidiaries may vote. vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of CBI are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (dother than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights. Except as set forth in this Section 2.3 3.02(b) (including pursuant to the conversion or in Schedule 2.3 exercise of the Wellsford Disclosure Lettersecurities referred to above), as of the date of this Agreement (x) there are no not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities of CBI or any of its Subsidiaries (other than shares of capital stock or other voting secur ities of such Subsidiaries that are directly or indirectly owned by CBI), options(B) any securities of CBI or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, CBI or any of its Subsidiaries or (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which Wellsford acquire from CBI or any Wellsford Subsidiary is a party or by which such entity is boundof its Subsidiaries, obligating Wellsford and no obligation of CBI or any Wellsford Subsidiary of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, CBI or any of its Subsidiaries, (y) there are not any outstanding obligations of CBI or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities and (z) CBI is not a party to any voting agreement with respect to the voting of any such securities. Other than the capital stock of, or other equity interests in, its Subsidiaries, CBI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. (ii) The authorized capital stock of Sub consists of 1,000 shares of beneficial interestcommon stock, voting par value $.01 per share ("Sub Common Stock"). There are issued and outstanding 1,000 shares of Sub Common Stock. All such shares are owned by CBI. Sub does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Sub to issue, transfer or sell any shares of Sub Common Stock. Sub does not have bonds, debentures, notes or other indebtedness outstanding. (iii) Section 3.02(b)(iii) of the CBI Disclosure Schedule sets forth a true and complete list of each of CBI's Subsidiaries as of the date hereof. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of CBI have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by CBI, free and clear of any Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests. Except for the capital stock or other ownership interests of Wellsford its Subsidiaries, as of the date hereof, CBI does not beneficially own directly or indirectly any Wellsford Subsidiary material capital stock, membership interest, partnership interest, joint venture interest or obligating Wellsford or other material equity interest in any Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford or a Wellsford Subsidiary)person.

Capital Structure. (a) The authorized shares capital stock of beneficial interest of Wellsford consist Acquiror consists of 100,000,000 shares of beneficial interestAcquiror Common Stock and 20,000,000 shares of Acquiror Preferred Stock, of which 4,600,000 are 1,000,000 shares have been classified as 8 1/2% Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series A Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares")Stock and the remaining 19,000,000 shares remain unclassified. On January 14, 1997the date hereof, (i) 17,111,937 Wellsford 22,124,410 shares of Acquiror Common Shares, 3,999,800 Wellsford Series A Stock and 1,000,000 shares of Acquiror Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan no shares of WellsfordAcquiror Stock or Acquiror Preferred Stock were held by Acquiror in its treasury, (iii) 979,325 Wellsford 98,248 shares of Acquiror Common Shares Stock were reserved for issuance pursuant to options and shares of restricted stock not yet granted under Acquiror's employee benefit or incentive plans ("Acquiror Employee Stock Plans"), (iv) 1,030,440 shares of Acquiror Common Stock were issuable upon exercise of outstanding options under the Acquiror Employee Stock Plans (the "Acquiror Options") to purchase Wellsford shares of Acquiror Common SharesStock; (v) 145,972 shares were reserved for issuance pursuant to Acquiror's Dividend Reinvestment and Stock Purchase Plan, (ivvi) 582,900 Wellsford Common Shares 26,308 shares were reserved for issuance pursuant to Acquiror's Employee Stock Purchase Plan and (vii) 27,260,770 shares were reserved for issuance upon the exercise exchange of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement limited partnership interests ("Wellsford OptionsUnits"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure LetterOperating Partnership. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure LetterSECTION 3.2.3, no shares of beneficial interest capital stock or other voting securities of Wellsford Acquiror were issued, reserved for issuance, issuance or outstanding. (c) . There are no outstanding stock appreciation rights relating to the capital stock of Acquiror. All outstanding shares of beneficial interest capital stock of Wellsford are Acquiror are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions . Except as set forth on SCHEDULE 3.2.3 to the extent such claims are not satisfied by Wellsford. There Acquiror Disclosure Letter, there are no bonds, debentures, notes or other indebtedness of Wellsford Acquiror having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford Acquiror may vote. . Except (dA) Except as set above in this SECTION 3.2.3, (B) as set forth in this Section 2.3 SCHEDULE 3.2.3 to the Acquiror Disclosure Letter or in Schedule 2.3 of the Wellsford Disclosure Letter(C) as otherwise permitted under SECTION 4.2, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford Acquiror or any Wellsford Acquiror Subsidiary is a party or by which such entity is bound, obligating Wellsford Acquiror or any Wellsford Acquiror Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interestcapital stock, voting securities or other ownership interests of Wellsford Acquiror or of any Wellsford Acquiror Subsidiary or obligating Wellsford Acquiror or any Wellsford Acquiror Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Wellsford Acquiror or an Acquiror Subsidiary). Except as set forth on SCHEDULE 3.2.3 to the Acquiror Disclosure Letter, there are no outstanding contractual obligations of Acquiror or any Acquiror Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other ownership interests in any Acquiror Subsidiary or make any investment (in the form of a Wellsford loan, capital contribution or otherwise) in any Person (other than an Acquiror Subsidiary).

Capital Structure. (a) The authorized capital stock of Parent consists of 300,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock, and 20,000,000 shares of beneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interestpreferred stock, $.01 0.01 par value per share ("Wellsford Series A “Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"Stock”). On January 14At the close of business on June 15, 1997, 2007: (i) 17,111,937 Wellsford 61,575,192 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstanding, ; (ii) 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment no shares of Parent Preferred Stock were issued and Share Purchase Plan of Wellsford, outstanding; (iii) 979,325 Wellsford an aggregate of 5,716,506 shares of Parent Common Shares Stock were issuable upon exercise of outstanding options reserved for issuance pursuant to purchase Wellsford Common SharesParent’s 1997 Long Term Incentive Plan and 2006 Long Term Incentive Plan (such plans, as amended to date, are collectively referred to herein as the “Parent Stock Plans”); (iv) 582,900 Wellsford 11,494,250 shares of Parent Common Shares Stock were reserved for issuance upon the exercise conversion of options which may be granted under Parent’s 1% Convertible Unsecured Subordinated Notes Due 2004 (collectively, the 1992 Share Option Plan, “Parent Notes”) and (v) 750,000 Wellsford Common Shares 400,000 shares of Parent Preferred Stock were reserved for issuance under the Long-Term Management Incentive Plan of Wellsforddesignated as Series A Junior Preferred Stock, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion par value $0.01 per share. All of the then outstanding Wellsford Series A Preferred Sharesshares of capital stock of, or other equity interests in, Parent have been validly issued and are fully paid and nonassessable. (b) Set forth in Schedule 2.3 As of the Wellsford Disclosure Letter is a true and complete list close of the followingbusiness on June 15, 2007: (i) each qualified or nonqualified option 2,898,635 shares of Parent Common Stock were subject to purchase Wellsford issuance pursuant to outstanding options to acquire shares of Parent Common Shares granted Stock (“Parent Options”) under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options")Parent Stock Plans; (ii) each grant 1,025,653 shares of Wellsford Parent Common Shares to employees which are Stock were subject to any risk of forfeiture ("Restricted Share Grants"); issuance pursuant to outstanding restricted stock units and outstanding performance stock units issued under the Parent Stock Plans and (iii) any obligation 11,494,250 shares of Wellsford Parent Common Stock were subject to issue Wellsford Common Shares as a result issuance upon the conversion of the transactions contemplated hereby ("Change in Control Share Grants"); Parent Notes. All shares of Parent Common Stock subject to issuance under the Parent Stock Plans, upon issuance upon the terms and (iv) each loan made by Wellsford with respect subject to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares conditions set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsfordinstruments pursuant to which they are issuable, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to will be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All outstanding shares of beneficial interest of Wellsford are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsfordnonassessable. There are no commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the Merger. Except as set forth in this Section 3.2, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. (c) No bonds, debentures, notes or other evidences of indebtedness of Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Wellsford Parent may votevote (“Voting Debt”) are issued or outstanding. (d) Except as otherwise set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letter3.2, as of the date of this Agreement Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity any of them is bound, bound obligating Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interestcapital stock, Voting Debt or other voting securities or other ownership interests of Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries, or obligating Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking undertaking. All outstanding shares of Parent Common Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Subsidiary of Parent have been issued and granted (as applicable) in compliance in all material respects with all applicable securities laws and all other Applicable Laws. (e) Since June 15, 2007, and through the date of this Agreement, except for issuances of Parent Common Stock pursuant to the exercise of Parent Options and the conversion of Parent Notes outstanding as of June 15, 2007, there has been no change in (x) the outstanding capital stock of Parent, (y) the number of Parent Options outstanding, or (z) the number of other options, warrants or other rights to purchase Parent Common Stock. (f) As of the date of this Agreement, neither Parent nor any Subsidiary of Parent is a party to any agreement, arrangement or understanding restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to, any capital stock of Parent or any of its Subsidiaries or any securities of the type referred to in Section 3.2(d) hereof. (g) As of the date of this Agreement, all of the issued and outstanding shares of capital stock or other equity ownership interests of each “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of Parent are owned by Parent, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances, other than for Taxes that are not yet due (“Liens”), and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity ownership interest (other than restrictions under applicable securities laws), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, no such significant subsidiary is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such significant subsidiary or any securities representing the right to Wellsford purchase or otherwise receive any shares of capital stock or any other equity security of such significant subsidiary. Except for the capital stock or other equity ownership interests of its Subsidiaries, as of the date of this Agreement, Parent does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person that constitutes a Wellsford Substantial Investment. As used in this Agreement, (i) “Subsidiary)”, when used with respect to either party, means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, including any branches or representative offices thereof, (x) of which such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership) or (y) a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party and/or by any one or more of its Subsidiaries, and (ii) “Substantial Investment”, when used with respect to either party, means a stock or other equity investment having a fair market value or book value in excess of $10,000,000, directly or indirectly, in any Person.

Capital Structure. (a) The authorized capital stock of Parent consists of 600,000,000 shares of beneficial interest of Wellsford consist of 100,000,000 Parent Common Stock and 50,000,000 shares of beneficial interestpreferred stock, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $.01 par value $0.0001 per share ("Wellsford Series A the “Parent Preferred Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value per share ("Wellsford Series B Preferred Shares"Stock”). On January 14At the close of business on May 24, 19972013, (i) 17,111,937 Wellsford (A) 227,603,627 shares of Parent Common Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares Stock were issued and outstandingoutstanding (which number includes 8,497,611 shares of Parent Common Stock subject to vesting or other forfeiture conditions or repurchase by Parent (such shares, together with any similar shares issued after May 24, 2013, the “Parent Restricted Stock”)) and (B) 41,395,513 shares of Parent Common Stock held by the Company in its treasury, (ii) 1,000,000 Wellsford 8,497,611 shares of Parent Common Shares have been reserved for the Dividend Reinvestment and Share Stock were subject to outstanding options (other than rights under Parent's Employee Stock Purchase Plan (such plan, the “Parent ESPP” and, along with Parent's 2005 Omnibus Incentive Plan, the “Parent Stock Plans”)) to acquire shares of WellsfordParent Common Stock from Parent (such options, together with any similar options granted after May 24, 2013, the “Parent Stock Options”) and (iii) 979,325 Wellsford Common Shares no shares of Parent Preferred Stock were issuable upon exercise of issued or outstanding options to purchase Wellsford Common Shares, (iv) 582,900 Wellsford Common Shares were reserved for issuance upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding Wellsford Series A Preferred Shares. (b) Set forth or held by Parent in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares its treasury. Except as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a)above, at the close of business on May 24, 2013, no shares of capital stock or other voting securities of Parent were issued or outstanding. For each Wellsford Option held by the executive officers of WellsfordSince May 24, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject 2013 to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 (x) there have been no issuances by Parent of the Wellsford Disclosure Letter, no shares of beneficial interest capital stock or other voting securities of Wellsford were issuedParent, reserved other than issuances of shares of Parent Common Stock pursuant to the exercise of outstanding Parent Stock Options and (y) there have been no issuances by Parent of options, warrants, 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, except for issuance, or outstanding. rights pursuant to the Parent ESPP and under Parent's 401(k) Profit Sharing Plan (cthe “Parent 401(k) Plan”). All outstanding shares of beneficial interest of Wellsford are Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. There are no bonds, debentures, notes or other indebtedness of Wellsford Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Wellsford Parent Common Stock may vote. vote (d“Voting Parent Debt”). Except for any obligations pursuant to this Agreement, the ESPP, the Parent 401(k) Except Plan or as otherwise set forth in this Section 2.3 or in Schedule 2.3 of the Wellsford Disclosure Letterabove, as of the date of this Agreement May 24, 2013, there are no outstanding securities, options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries is a party or by which such entity any of them is bound, (1) obligating Wellsford Parent or any Wellsford such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest, voting securities capital stock or other ownership equity interests of Wellsford in, or any Wellsford Subsidiary security convertible or obligating Wellsford exchangeable for any capital stock of or other equity interest in, Parent or of any of its Subsidiaries or any Wellsford Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentsecurity, agreementunit, arrangement Contract or undertaking or (3) that give any person the right to receive any economic interest of a nature accruing to the holders of Parent Common Stock or otherwise based on the performance or value of shares of capital stock of Parent or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants or other rights to acquire shares of capital stock of Parent or any such Subsidiary, other than as described above pursuant to Wellsford or a Wellsford Subsidiary)the Parent Stock Plans and pursuant to the Parent 401(k) Plan.