Common use of Capital Structure Clause in Contracts

Capital Structure. (a) The authorized capital stock of BlackRock, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 20,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the date of this Agreement, (i) 4,775,000 shares of Parent Common Stock and no shares of Parent Preferred Stock were, and as of the Closing Date will be, issued and outstanding, and (ii) no shares of Parent Common Stock were, and as of the Closing Date will be, held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of August 25, 2003 between Parent and Continental Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 8,050,000 shares of Parent Common Stock (“Parent Warrants”) were, and as of the Closing Date will be, issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance or outstanding. All outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the Effective Time will be as of the Effective Time, 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 Delaware General Corporation Law (the “DGCL”), the Parent Charter, the Parent By-laws or any Contract to which Parent is a party. As of the close of business on the date of this Agreement there are not, and as of the Closing Date there will not be, any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above or in the Parent Disclosure Letter (as defined in Section 4.11(a)) and except for an option granted to EarlyBirdCapital, Inc. to purchase 350,000 units (each unit consisting of one share of Parent Common Stock and two Parent Warrants), as of the date hereofof this Agreement there are not, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as of the issued and outstanding shares of capital Closing Date there will not be, any options, warrants, rights, convertible or exchangeable securities, “phantom” stock have been duly authorized and validly issuedrights, are fully paid and nonstock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (b) The authorized capital stock of BlackRock Merger kind to which Parent or Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights a party (i) obligating BlackRock Parent or any Controlled Affiliate Sub to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or Sub or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Sub to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock. There are no outstanding or authorized stock appreciationAs of the date of this Agreement, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except other than as set forth in Schedule 4.2(c)the Parent Charter, one the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are not and as of BlackRock and its Controlled Affiliates has the Closing Date there will not be any (x) outstanding indebtedness that could convey contractual obligations of Parent or Sub to repurchase, redeem or otherwise acquire any Person the right to vote, or that is convertible into or exercisable for shares of capital stock of Parent or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSub. (db) 4,935,000 shares The authorized capitalization of BlackRock Class A Common Stock and 40,000,000 shares Sub consists of BlackRock Class B Common Stock are owned by PNC membership interests aggregating to 100%, all of which as of the close of business on the date hereofof this Agreement have been, and as the Closing Date will be, validly issued, fully paid and nonassessable and owned by Parent free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 320,000,000 shares of BlackRock Class A Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of which 19,799,640 shares are Parent Common Stock were issued and outstanding, 100,000,000 (ii) 81,175,767 shares of BlackRock Class B Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of which 44,298,000 shares are issued and outstanding and 10,000,000 business on June 30, 2001, no shares of Preferred Stockcapital stock or other voting securities of the Parent were issued, of which zero shares are issued and reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have are not been subject to and were not issued in violation of any Equity Rights. (b) The authorized preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of BlackRock Merger Sub is 100 shares Parent. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common StockParent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, as of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving other voting securities of Parent or of any Person a right to subscribe for any capital stock of BlackRock its subsidiaries or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity contractual obligations of BlackRock Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)subsidiaries to repurchase, one redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock of Parent or equity its subsidiaries. There are no agreements, arrangements or commitments of BlackRock any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its Controlled Affiliates subsidiaries or assets or calculated in accordance therewith (yother than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock cause Parent or any of its Controlled Affiliates on subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any matter. (d) 4,935,000 securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of BlackRock Class A Common Stock common stock, no par value of which 100 shares have been validly issued, are fully paid and 40,000,000 shares of BlackRock Class B Common Stock nonassessable and are owned by PNC as Parent free and clear of the date hereofany Liens.

Capital Structure. (ai) The As of the date of this Agreement, the authorized capital stock of BlackRock, as CPA16 consists of the date hereof, is 250,000,000 shares of BlackRock Class A CPA16 Common Stock, 126,071,731 shares of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been CPA16 Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to, or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any Equity Rightsother similar right. All dividends or distributions on securities of CPA16 or any CPA16 Subsidiary that have been declared or authorized prior to the date of this Agreement have been paid in full. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (cii) Except as permitted under this Agreement or as set forth in Schedule 4.2(c)2.2(b)(ii) of the CPA16 Disclosure Letter, there are issued and outstanding or reserved for issuance: (1) no outstanding Equity Rights shares of stock, Voting Debt or other voting securities or equity securities of CPA16 or Merger Sub; (i2) obligating BlackRock no securities of CPA16 or any Controlled Affiliate CPA16 Subsidiary or securities or assets of any other entity convertible into or exchangeable for shares of stock, Voting Debt or other voting securities or equity securities of CPA16 or any CPA16 Subsidiary; and (3) no subscriptions, options, warrants, conversion rights, calls, performance stock awards, stock appreciation rights or phantom stock rights, rights of first refusal, rights (including preemptive rights), commitments or arrangements or agreements to which CPA16 or any CPA16 Subsidiary is a party or by which it is bound obligating CPA16 or any CPA16 Subsidiary to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, purchased, redeemed or acquired, additional shares of stock, Voting Debt or other voting securities of CPA16 or of any capital stock CPA16 Subsidiary, or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating CPA16 or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate CPA16 Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding subscription, option, warrant, conversion right, call, performance stock award, stock appreciation right or authorized phantom stock appreciationright, phantom stockright of first refusal, profit participation right, commitment or similar rights with respect to the capital stock arrangement or equity of BlackRock or any of its Controlled Affiliates. agreement. (iii) Except as set forth in Schedule 4.2(c)2.2(b)(iii) of the CPA16 Disclosure Letter, one no holder of BlackRock and its Controlled Affiliates securities in CPA16 or any CPA16 Subsidiary has any (x) outstanding indebtedness that could convey to any Person the right to vote, have such securities registered under the Securities Act or that is convertible into or exercisable for capital stock or equity of BlackRock under any state securities Laws by CPA16 or any CPA16 Subsidiary, as the case may be. All prior issuances of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock securities by CPA16 or any of its Controlled Affiliates on any matterCPA16 Subsidiary were, in all respects, made in compliance with all applicable federal and state securities Laws. (div) 4,935,000 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of BlackRock Class A Common Stock and 40,000,000 common stock, par value $0.001 per share, 100 shares of BlackRock Class B Common Stock which are issued and outstanding. All 100 issued and outstanding shares of Merger Sub common stock are duly authorized, validly issued, fully paid and nonassessable and are owned by PNC as CPA16 free and clear of the date hereofany Liens.

Capital Structure. (a) The authorized capital stock of BlackRock, as HT consists of the date hereof, is 250,000,000 70,000 shares of BlackRock Class A HT Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 70,000 shares are issued and outstanding as of the date of this Agreement and 10,000,000 shares of Preferred Stock, of which zero no shares are issued and outstandingheld as treasury shares by HT. All The HT Disclosure Schedule sets forth all holders of HT Common Stock and the issued and outstanding number of shares of capital stock have been duly authorized and validly issuedowned. The HT Disclosure Schedule also sets forth any options, are fully paid and non-assessable and have not been issued in violation warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any Equity Rights. character (beach, an "HT OPTION") The authorized capital stock of BlackRock Merger Sub to which HT is 100 shares of Merger Sub Common Stock, of a party or by which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) HT may be bound obligating BlackRock or any Controlled Affiliate HT to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any additional shares of the capital stock of BlackRock HT, or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate HT to issue, grant, adopt extend, or enter into any such Equity Right. There are no option, warrant, call, conversion right, conversion payment, commitment, agreement, contract, understanding, restriction, arrangement or right. (b) All outstanding or authorized stock appreciationshares of HT Common Stock are, phantom stockand any shares of HT Common Stock issued upon exercise of any Outstanding HT Options will be, profit participation or similar validly issued, fully paid, nonassessable and not subject to any preemptive rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c(other than those which have been duly waived), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey or to any Person agreement to which HT is a party or by which HT may be bound. HT does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which (i) have the right to vote (or convertible or exercisable into securities having the right to vote, or that is convertible into or exercisable for capital stock or equity ) with holders of BlackRock or shares of HT Common Stock on any of its Controlled Affiliates matter ("HT VOTING DEBT") or (yii) Equity Rights that entitle are or convey will become entitled to receive any Person payment as a result of the right to vote with execution of this Agreement or the shareholders completion of BlackRock or any of its Controlled Affiliates on any matterthe transactions contemplated hereby. (dc) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned Other than the HT Note, no other promissory notes have been issued by PNC as of the date hereofHT.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 100,000,000 shares of common stock, as $0.001 par value (the "Parent Common Stock"), and 20,000,000 shares of preferred stock, par value $0.001per share, of Parent ("Parent Authorized Preferred Stock"). As of the date hereof, is 250,000,000 : (i) 11,729,952 shares of BlackRock Class A Parent Common StockStock were issued and outstanding; (ii) no (0) shares of Parent Common Stock were held by Parent in its treasury; (iii) no (0) shares of Parent Common Stock were held by subsidiaries of Parent; (iv) approximately no (0) shares of Parent Common Stock were reserved for issuance pursuant to the stock-based plans identified in the Parent Disclosure Schedule (such plans, collectively, the "Parent Stock Plans"), of which 19,799,640 approximately no (0) shares are issued and outstandingsubject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, 100,000,000 "Parent Employee Stock Options"); (v) up to 6,378,505 shares of BlackRock Class B Parent Common Stock, of which 44,298,000 shares Stock are issued reserved for issuance pursuant to convertible securities; and outstanding and 10,000,000 (vi) up to 9,000,000 shares of Preferred Stock, of which zero shares are Parent Common Stock may be issued and outstanding. All pursuant to agreements of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase or sell, or cause issue warrants to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliatesvarious parties. Except as set forth in Schedule 4.2(c)this Section, one there are no outstanding (i) shares of BlackRock and its Controlled Affiliates has any capital stock or other securities (xvoting or otherwise) outstanding indebtedness that could convey to any Person of the right to voteParent, or that is (ii) securities of the Parent convertible into or exercisable exchangeable for shares of capital stock or securities (voting or otherwise) of the Parent, or (iii) options, warrants or other rights to acquire from the Parent, directly or indirectly, or obligations of the Parent to issue, any capital stock or securities (voting or otherwise), or any other securities convertible into or exchangeable for capital stock or equity securities of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 Parent. All shares of BlackRock Class A Common Stock and 40,000,000 shares capital stock of BlackRock Class B Common Stock are owned by PNC Parent outstanding as of the date hereofhereof have been, and all shares thereof which may be issued pursuant to this Agreement or otherwise will be, when issued, duly authorized and validly issued and are fully paid and nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares which shall be issued as part of the Merger Consideration will be, when issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation as amended by the Articles of Amendment (the “Parent’s Articles of Incorporation”) or any agreement to which the Parent is a party or by which the Parent may be bound. (b) Parent has a sufficient number of duly authorized but unissued shares of Parent Common Stock to issue the maximum number of such shares contemplated by Article II of this Agreement as the Merger Consideration.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of BlackRockParent consists of 30,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”) and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Previously Authorized Parent Preferred Stock”). As of the close of business on November 30, 2006, (i) 12,307,596 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Previously Authorized Parent Preferred Stock were issued and outstanding, (iii) 1,111,548 shares of Parent Common Stock were reserved for issuance pursuant to the Employee Stock Purchase Plan, the 1997 Stock Option Plan, the 2004 Non-qualified Stock Option Plan, and the 2005 Stock Option Employee Stock Purchase, Physician Stock Purchase and Stock Appreciation Rights Plan (such plans, collectively, the “Parent Stock Plans”) and (iv) 1,471,000 shares of Parent Common Stock were subject to outstanding options or other rights to purchase shares of Parent Common Stock granted under the Parent Stock Plans (the “Parent Stock Options”). Except as set forth above, as of the date hereofclose of business on November 30, is 250,000,000 shares of BlackRock Class A Common Stock2006, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock of, or other equity or voting interests in, Parent or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. During the period November 30, 2006, to the date of this Agreement (A) there have been no issuances by Parent or any of its Subsidiaries of shares of capital stock of, or other equity or voting interests in, Parent other than issuances of shares of Parent Common Stock pursuant to the exercise of Parent Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement, and (B) there have been no issuances by Parent or any of its Subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, Parent. All outstanding shares of Parent Common Stock are, and all shares that may be issued pursuant to the Parent Stock Plans or upon conversion of the Parent Preferred Stock will be, when issued in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued subject to preemptive rights. As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of Parent or any of its Subsidiaries, and, except as set forth above, no securities or other instruments or obligations of Parent or any of its Subsidiaries the value of which is in violation of any Equity Rights. (b) The authorized way based upon or derived from any capital or voting stock of BlackRock Merger Sub is 100 shares 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 stockholders of Merger Sub Common Stock, Parent or any of which one share is issued and outstandingits Subsidiaries may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), above or as otherwise contemplated herein there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, contracts or agreements of any kind to which Parent or any Controlled Affiliate of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, obligating Parent or any of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased issued delivered or sold, any additional shares of capital stock of, or related rightsother equity or voting interests in, (ii) giving any Person a right to subscribe for any or securities convertible into, or exchangeable or exercisable for, shares of capital stock of BlackRock of, or other equity or voting interests in, Parent or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, contract or agreement. There As of the date of this Agreement, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights irrevocable proxies and no voting agreements (other than the Voting Agreement) to which Parent is a party with respect to any shares of the capital stock of, or other equity of BlackRock or voting interests in, Parent or any of its Controlled AffiliatesSubsidiaries. Except as set forth in Schedule 4.2(c)The authorized limited liability membership interests of NHC/OP Sub are duly authorized, one validly issued and held of BlackRock record by NHC/OP. The partnership interests of NHC/OP are duly authorized and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to voteheld of record by Parent and NHC-Delaware, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.Inc.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 75,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 3,915,160 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are shall be issued and outstanding and 10,000,000 shares immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of Preferred Stockimmediately prior to the Closing, of which zero shares are issued and outstanding. All there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the issued and Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding shares of capital stock have been duly authorized and validly issuedsecurities, are fully paid and non-assessable and have not been issued in violation options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub kind to which the Parent is 100 shares of Merger Sub Common Stock, of a party or by which one share it is issued and outstanding. All of bound obligating the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital additional common stock of BlackRock the Parent or any other equity or voting securities of its Controlled Affiliates the Parent or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or authorized arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock appreciationof the Parent or any other securities of the Parent. As of immediately prior to the Closing, phantom stock, profit participation there will be no agreements or similar rights arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the capital stock or equity Parent. The issuance of BlackRock or the Parent Stock will not trigger any anti-dilution rights of its Controlled Affiliatesany existing securities of the Parent. Except as set forth disclosed in Schedule 4.2(c)the Parent’s public securities filings, one as of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to voteClosing, there will be no rights, subscriptions, warrants, options, conversion rights, or that is agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exercisable exchangeable for any shares of capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofParent.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 130,000,000 shares of BlackRock Parent Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share ("Parent Preferred Stock"). As of the close of business on September 22, 1997, there are (i) 52,097,548 shares of which 19,799,640 Parent Class A Common Stock and no shares are of Parent Preferred Stock issued and outstanding, 100,000,000 ; (ii) 739,363 shares of BlackRock Parent Class B A Common Stock, Stock held in the treasury of which 44,298,000 shares are issued Parent; and outstanding and 10,000,000 (iii) 8,441,164 shares of Preferred StockParent Class A Common Stock reserved for issuance pursuant to the Employee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Stock Plans"). Except as set forth above, no shares of which zero shares capital stock or other equity securities of Parent are issued and issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which stockholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity or voting securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, grant, adopt extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than pursuant to the Parent Stock Plans and the Citibank Equity Right. There Options Stock Buyback Program, there are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders subsidiaries. The authorized capital stock of BlackRock or any Sub consists of its Controlled Affiliates on any matter. (d) 4,935,000 100 shares of BlackRock Class A Common Stock common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and 40,000,000 shares of BlackRock Class B Common Stock nonassessable and are owned by PNC as Parent, free and clear of the date hereofany Lien.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of BlackRockParent consists of 120,000,000 shares of Parent Common Stock (the “Parent Stock”) and 30,000,000 of excess stock, par value $0.001 per share. At the close of business on September 3, 2013, (i) 68,571,617 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury, and (iii) 471,034 shares of Parent Common Stock were reserved for issuance under Parent’s Distribution Reinvestment and Stock Purchase Plan, 911,610 shares of Parent Common Stock were reserved for future issuance or grant under the Parent Benefit Plans, 1,850,000 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding options, and 535,751 shares of Parent Common Stock were reserved for conversion or settlement of outstanding stock units under the Parent Benefit Plans. All issued and outstanding shares of the capital stock of Parent are, and all shares of Parent Common Stock reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, and all shares of Parent Common Stock to be issued as the Merger Consideration or as Stock Award Payments, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock or other equity holders of such Parent Subsidiary may vote. (b) Parent is a limited partner of, and Parent’s direct wholly owned subsidiary is the sole general partner of, Parent LP. Section 5.3(b) of the Parent Disclosure Letter sets forth, as of the date hereof, is 250,000,000 shares the name of, and the number and class of BlackRock Class A Common Stockpartnership interests held by, each partner in Parent LP. (c) All of which 19,799,640 shares the Merger Sub Interests are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingowned directly or indirectly by Parent LP. All of the issued and outstanding shares of capital stock have been Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Interests may vote. (d) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingnonassessable. All equity interests in each of the issued and outstanding shares of Merger Sub Common Stock have been Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, are upon issuance will be validly issued, fully paid and non-assessable and have not been issued in violation of any Equity Rightsnonassessable. (ce) Except as set forth in Schedule 4.2(c)this Section 5.3(e) of the Parent Disclosure Letter, as of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Parent LP, Merger Sub or any Controlled Affiliate other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Parent LP, Merger Sub or any other Parent Subsidiary to issue, deliver, redeem, purchase deliver or sellsell or create, or cause to be issued, delivereddelivered or sold or created, redeemed, purchased additional shares of Parent Stock or sold, any capital Merger Sub Interests or other equity interests or phantom stock or related rightsother contractual rights the value of which is determined in whole or in part by the value of any equity interest of Parent, (ii) giving any Person a right to subscribe for any capital stock of BlackRock Parent LP, Merger Sub or any of its Controlled Affiliates the other Parent Subsidiaries or (iii) obligating BlackRock Parent, Parent LP, Merger Sub or any Controlled Affiliate other Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Parent LP, Merger Sub or authorized stock appreciationany other Parent Subsidiary to repurchase, phantom stockredeem or otherwise acquire any shares of Parent Stock, profit participation or similar rights with respect other equity interests of Parent, Parent LP, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Benefit Plans). Neither Parent, Parent LP, Merger Sub nor any other Parent Subsidiary is a party to or, to the knowledge of Parent, bound by any agreements or understandings concerning the voting of any Merger Sub Interests or capital stock of Parent, or equity of BlackRock or interests in any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterother Parent Subsidiaries. (df) 4,935,000 All dividends or distributions on the shares of BlackRock Class A Common Parent Stock and 40,000,000 shares any dividends or distributions on any securities of BlackRock Class B Common Stock are owned by PNC as of any Parent Subsidiary which have been authorized or declared prior to the date hereofhereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 70,000,000 shares of BlackRock Class A Common Parent Capital Stock, $0.001 par value, of which 19,799,640 shares are issued and outstanding, 100,000,000 10,873,750 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Capital Stock are issued and outstanding and 10,000,000 prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the issuance of the Merger Consideration to the LLC Unit Holders, the Parent will have 1,100,000 shares of Preferred Stock, the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which zero eighteen million (18,000,000) will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares are of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth herein, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingsecurities. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there There are no outstanding Equity Rights bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (ior convertible into, or exchangeable for, securities having the right to vote) of the Parent. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which any of them is bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity other Securities of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any mattersubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Two Hundred Million (200,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 75,469,688 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares Parent Stock are issued and outstanding. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of (i) 500,000,000 Parent Shares, of which 108,596,551 Parent Shares were issued and outstanding as of the close of business on December 16, 2020 (the “Measurement Date”) and (ii) 20,000,000 preferred shares, par value $0.0001 per share, of which none are issued and outstanding as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock Parent Shares have been duly authorized and are validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingnonassessable. All As of the issued Measurement Date, Parent had outstanding under the Parent’s 2015 Equity Incentive Plan (as amended, the “Parent Stock Plan”) options to purchase a total of 3,648,010 Parent Shares (the “Parent Options”), with a weighted average exercise price per Parent Share of $11.57, and outstanding shares restricted stock units in respect of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation a total of any Equity Rights. 470,092 Parent Shares (c) “Parent RSUs”). Except as set forth in Schedule 4.2(c)above or as otherwise permitted under Section 7.1(b) of this Agreement, there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase issue or sellsell any Parent Shares or any securities or obligations convertible or exchangeable into or exercisable for, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issueacquire, grant, adopt or enter into any such Equity RightParent Shares. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect From the Measurement Date to the capital stock date of this Agreement, no Parent Shares have been issued, other than pursuant to the vesting, settlement or equity exercise of BlackRock Parent Options and Parent RSUs outstanding as of the Measurement Date under the Parent Stock Plan (collectively, “Parent Equity Awards”). (b) Upon any issuance of any Parent Shares in accordance with the terms of the Parent Stock Plan, such Parent Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens, other than restrictions under applicable securities Laws. Parent does not have outstanding any bonds, debentures, notes or any other obligations the holders of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person which have the right to vote with the shareholders holders of BlackRock Parent Shares on any matter. There are no outstanding agreements which obligate Parent to repurchase, redeem or otherwise acquire any Parent Shares or other securities of Parent, or obligate Parent to grant, extend or enter into any such agreements relating to any Parent Shares or other securities of Parent, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, call or rights of first refusal or similar rights. Parent is not a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Parent Shares or any other agreement relating to the disposition, voting or dividends with respect to any Parent Shares. (c) Parent owns, directly or indirectly, the shares of capital stock of, or other equity or voting interests in, each of its Subsidiaries free and clear of any Liens, other than restrictions under applicable securities Laws. There are no outstanding options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any of its Controlled Affiliates on Subsidiaries to issue or sell any mattersecurities or obligations convertible or exchangeable into or exercisable for any securities of any Subsidiary of Parent. Except for its interests in any of its Subsidiaries, Parent does not own, directly or indirectly, any capital stock of, or other equity interests of any nature in, any Person. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 200,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of business on February 5, 2004, (i) 65,086,471 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury and (iii) 7,617,524 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a "Parent Employee Stock Option") and [187,122] additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent. Except as set forth above, at the close of business on February 5, 2004, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since February 5, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee Stock Options outstanding as of February 5, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock that were not granted in tandem with a related Parent Employee Stock Option. All outstanding shares of 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 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 NRS, the Parent Charter, the Parent By-laws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound (i) obligating BlackRock Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Parent Subsidiary or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or similar rights with respect to the capital stock or equity of BlackRock or (iii) that give any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person person the right to vote, receive any economic benefit or that is convertible into right similar to or exercisable for capital stock or equity derived from the economic benefits and rights occurring to holders of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Stock. As of the date hereofof this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 100,000,000 shares of Parent Stock, as and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, is 250,000,000 of this Agreement (a) 175,198 shares of BlackRock Class A Common Stock, of which 19,799,640 shares Parent Stock are issued and outstanding, 100,000,000 ; (b) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares preferred stock are issued and outstanding and 10,000,000 (c) no shares of Preferred StockParent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares General Corporation Law of Merger Sub Common the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). There are not any options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. kind to which the Parent is a party or by which it is bound (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. (ai) The authorized capital stock of BlackRock, as PTC consists of the date hereof, is 250,000,000 2,000,000 shares of BlackRock Class A common stock, without par value ("PTC Common Stock"), 1,026,401 shares of which 19,799,640 are outstanding, an aggregate of 30,731 shares of which are reserved for issuance in connection with outstanding stock options (each a "PTC Option") granted under the PTC Incentive Stock Option Plan (the "PTC Stock Option Plan") and no shares of which are held by PTC in its treasury; and 1,000,000 shares of preferred stock, no par value, with respect to which the board of directors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights. No shares of preferred stock are outstanding, reserved for issuance or held by PTC in its treasury. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of PTC may vote ("Voting Debt") are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and or outstanding. All outstanding shares of PTC Common Stock are, and any PTC Common Stock that may be issued pursuant to the issued exercise of any outstanding stock option will be, duly authorized, validly issued, fully paid and outstanding nonassessable and not subject to preemptive rights. (iii) Except as set forth herein, in any PTC SEC Document (as defined in Section 3.1(d) hereof) filed prior to the date hereof or the letter dated and delivered to IUB on the date hereof (the "PTC Letter"), which relates to this Agreement and is designated therein as being the PTC Letter, there is no option, warrant, call, right (including any preemptive right), commitment or any other agreement of any character that PTC or any Subsidiary is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock have been duly authorized of PTC or any Subsidiary, or to provide funds to, or make an investment (in the form of a loan, capital contribution or otherwise) in, any of PTC's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other corporation, partnership, firm, individual, trust or other legal entity (each, and validly issued, are fully paid and non-assessable and have not been issued in violation any group of any Equity Rightstwo or more of the foregoing, a "Person"). (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (civ) Except as set forth in Schedule 4.2(c)any PTC SEC Document filed prior to the date hereof or the PTC Letter, and except for this Agreement, there are is no outstanding Equity Rights (i) obligating BlackRock voting trust or other agreement or understanding to which PTC or any Controlled Affiliate to issue, deliver, redeem, purchase or sellSubsidiary is a party, or cause to may be issuedbound by, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the voting of the capital stock or equity of BlackRock PTC or any of its Controlled Affiliates. Except Subsidiary. (v) Since December 31, 1994, except as set forth in Schedule 4.2(c)any PTC SEC Document filed prior to the date hereof or the PTC Letter, one PTC has not (A) issued or permitted to be issued any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to votecapital stock, or that is securities exercisable for or convertible into shares of capital stock, of PTC or exercisable for any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock or equity of BlackRock PTC or any Subsidiary (other than the acquisition of its Controlled Affiliates trust account shares); or (yC) Equity Rights that entitle declared, set aside, made or convey paid to any Person the right to vote with the shareholders of BlackRock PTC dividends or any of its Controlled Affiliates other distributions on any matter. (d) 4,935,000 the outstanding shares of BlackRock Class A Common Stock and 40,000,000 shares capital stock of BlackRock Class B Common Stock are owned by PNC as PTC, other than regular quarterly cash dividends at a rate not in excess of the date hereof.regular quarterly cash dividend most recently declared by PTC prior to September 30, 1997. 6

Capital Structure. (a) The authorized capital stock of BlackRock, as of the Parent on the date hereof, is 250,000,000 hereof consists of 500,000,000 shares of BlackRock Class A Parent Common StockStock and 12,500,000 shares of preferred stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 (a) 202,308,728 shares of BlackRock Class B Parent Common Stock, of which 44,298,000 shares Stock are issued and outstanding and 10,000,000 (before giving effect to the issuances to be made at Closing), (b) no shares of Preferred Stockpreferred stock of the Parent are authorized, of which zero shares are issued and outstanding and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All The Parent is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Parent Subsidiary. All outstanding shares of the capital stock have been of the Parent and each Parent Subsidiary are, and all such shares that may be issued prior to the Closing Date and following the Closing Date to the Shareholders hereunder will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other Indebtedness of the Parent or any Parent Subsidiary having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized capital stock on any matters on which holders of BlackRock Merger Sub is 100 the Parent Common Stock or the shares of Merger Sub Common Stock, of which one share is issued and outstandingany Parent Subsidiary may vote (“Voting Parent Debt”). All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent or any Parent Subsidiary is a party or by which any of them is bound (ia) obligating BlackRock the Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates Parent Subsidiary or any Voting Parent Debt, (iiib) obligating BlackRock the Parent or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation of the Parent or similar rights with respect of any Parent Subsidiary. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A the Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofof this Agreement.

Capital Structure. (ai) The authorized capital stock of BlackRockParent consists of: (x) 300,000,000 shares of Parent Common Stock, of which (1) 128,623,829 shares (excluding treasury shares) were issued and outstanding, and (2) 57,733,277 shares were held by Parent as treasury shares, in each case as of the close of business on February 12, 2007 (the “Parent Cut-Off Date”), and (y) 10,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”), none of which were outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Stock reserved for issuance, except for shares of Parent Common Stock reserved for issuance pursuant to the Rights Agreement and that as of the Parent Cut-Off Date, there were an aggregate of 10,078,192 shares of Parent Common Stock reserved for issuance pursuant to certain Parent stock-based compensation and benefit plans (the “Parent Stock Plans”). Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list as of close of business on February 12, 2007 of (A) the number of outstanding options to purchase Parent Common Stock (each, a “Parent Option”) under the Parent Stock Plans and (B) the number of outstanding rights, including those issued under the Parent Stock Plans, to receive, or rights the value of which is determined by reference to, Parent Common Stock (including restricted stock and restricted stock units) (each a “Parent Common Stock Unit”). From the Parent Cut-Off Date to the date of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on the Parent Cut-Off Date in accordance with their terms, and from the Parent Cut-Off Date to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. All outstanding grants of Parent Common Stock and Parent Common Stock Units were made under the Parent Stock Plans. Each of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by Parent or by a direct or indirect wholly-owned Subsidiary of Parent, free and clear of any Lien. Except as set forth in this Section 5.2(b) or in Section 5.2(b)(ii) of the Parent Disclosure Letter, 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 capital stock or other securities or ownership interests 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 or ownership interests of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Parent Common Stock in accordance with the terms of the Parent Stock Plans, such Parent Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Lien. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. To the Knowledge of Parent, as of the date hereofof this Agreement, is 250,000,000 no Person or group beneficially owns 5% or more of Parent’s outstanding voting securities, with the terms “group” and “beneficially owns” having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. (ii) The authorized capital stock of Merger Sub consists of 1,000 shares of BlackRock Class A Common Stockcommon stock, par value $0.01 per share, all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock have been duly authorized and validly issuedor other voting securities of Merger Sub, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (bB) The authorized capital stock of BlackRock Merger Sub is 100 shares no securities of Merger Sub Common Stock, convertible into or exchangeable for shares of which one share is issued and outstanding. All of the issued and outstanding shares capital stock or other voting securities of Merger Sub Common Stock have been duly authorized and validly issued(C) no options or other rights to acquire from Merger Sub, are fully paid and non-assessable and have not been issued in violation no obligations of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate Merger Sub to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation other voting securities or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is securities convertible into or exercisable exchangeable for capital stock or equity other voting securities of BlackRock or Merger Sub. Merger Sub has not conducted any of its Controlled Affiliates or (y) Equity Rights that entitle or convey business prior to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofof this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of an unlimited number of common shares and an unlimited number of preferred shares (the “Parent Preferred Shares” and, as together with the Parent Common Shares, the “Parent Stock”). At the close of the date hereofbusiness on August 28, is 250,000,000 shares of BlackRock Class A 2015, (i) 64,183,191 Parent Common Stock, of which 19,799,640 shares are Shares were issued and outstanding, 100,000,000 shares (ii) no Parent Preferred Shares were issued and outstanding, and (iii) 9,650,493 Parent Common Shares were reserved for future issuance in respect of BlackRock Class B awards outstanding under the Parent Benefit Plans, consisting of 11,570 Parent Common Stock, Shares reserved for issuance upon exercise of which 44,298,000 shares are outstanding options and 9,638,923 Parent Common Shares reserved for issuance upon conversion or settlement of outstanding performance and restricted share units under the Parent Benefit Plans. All issued and outstanding Parent Common Shares are duly authorized, validly issued, fully paid and 10,000,000 non-assessable, and all Parent Common Shares to be issued as the Merger Consideration or as Stock Award Payments, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Other than the Parent Preferred Shares, no class of Parent shares is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Preferred StockParent Common Shares may vote. (b) At the close of business on August 31, 2015, all of which zero shares are issued and outstandingthe Merger Sub Common Shares were owned by Parent. All of the issued and outstanding shares of capital stock have been Merger Sub Common Shares are duly authorized and validly issued, and are fully paid and non-assessable and have not been issued in violation entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Common Stock, of which one share is issued and outstanding. Shares may vote. (c) All of the issued and outstanding shares of Merger Sub Common Stock have been capital stock of CWI that are owned directly or indirectly by Parent, and all of the outstanding shares of capital stock of each of the other Parent Subsidiaries that is a corporation, are duly authorized, validly issued, fully paid and nonassessable. All equity interests owned directly or indirectly by Parent in Weichai Westport and all equity interests of each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries (other than CWI) which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, are upon issuance will be validly issued, fully paid and non-assessable and have not been issued in violation of any Equity Rightsnonassessable. (cd) Except as set forth in Schedule 4.2(c)this Section 5.3, as of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any Controlled Affiliate other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver, redeem, purchase deliver or sellsell or create, or cause to be issued, delivereddelivered or sold or created, redeemed, purchased additional shares of Parent Stock or sold, any capital Merger Sub Common Shares or other equity securities or phantom stock or related rightsother contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, (ii) giving any Person a right to subscribe for any capital stock of BlackRock Merger Sub or any of its Controlled Affiliates the other Parent Subsidiaries or (iii) obligating BlackRock Parent, Merger Sub or any Controlled Affiliate other Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or authorized stock appreciationany other Parent Subsidiary to repurchase, phantom stockredeem or otherwise acquire any shares of Parent Stock, profit participation or similar rights with respect other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Benefit Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Common Shares or capital stock of Parent, or equity of BlackRock or interests in any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterother Parent Subsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized shares of capital stock of BlackRockParent and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, as of the date hereofof this Agreement, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as provided in Section 3.2(c) of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity RightsDisclosure Letter. (bi) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issuedthis Agreement, are fully paid and non-assessable and have not been issued except as disclosed in violation Section 3.2(c) of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the Disclosure Letter, there are no issued and outstanding Equity Rights or reserved for issuance: (iA) obligating BlackRock shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock or performance stock awards relating to the equity interests of Parent, whether under a Parent Stock Plan or otherwise; (C) securities of Parent or any Controlled Affiliate Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, any capital purchased, redeemed or acquired, stock or related rightsother equity securities of Parent or of any Parent Subsidiary, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (dii) 4,935,000 All outstanding shares of BlackRock Class A Common Stock Parent are, and 40,000,000 all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of BlackRock Class B Common Stock are first refusal, subscription or any other similar right. (i) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned by PNC Parent Subsidiaries) that have been declared or authorized prior to the date of this Agreement have been paid in full, other than, as of the date hereofhereof dividends that accrue under the preferred stock of Parent that are issued and outstanding. (ii) Except for this Agreement, there are not any: (A) shareholder agreements, voting trusts, proxies or other agreements or understandings relating to the voting of any shares of Parent to which Parent or any Parent Subsidiary is a party or by which it is bound or (B) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any shares of Parent or any Parent Subsidiary is a party or by which it is bound. (C) No holder of securities in Parent or any Parent Subsidiary has any right to have the offering or sale of such securities registered by Parent or any Parent Subsidiary, as the case may be.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of 250,000,000 shares of Parent Common Stock. (b) As of the date hereof, is 250,000,000 : (i) 61,541,389 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, all of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non-assessable and have not been issued in violation of any Equity Rights.nonassessable, (bii) The authorized capital stock of BlackRock Merger Sub is 100 1,110,577 shares of Merger Sub Common Stock, of which one share is Parent Restricted Stock are issued and outstanding. All , all of the issued and outstanding shares of Merger Sub Common Stock which have been duly authorized and validly issued, (iii) 3,938,298 shares of Parent Common Stock are reserved for issuance upon exercise of outstanding warrants of Parent (excluding any outstanding warrants granted pursuant to the Parent Incentive Plan), (iv) 8,557,461 shares of Parent Common Stock are reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Parent Incentive Plan, (v) no shares of Parent Common Stock are reserved for issuance pursuant to the Parent Incentive Plan for awards not yet granted, and (vi) no shares of Parent Common Stock are fully paid and non-assessable and have not been issued held in violation the treasury of any Equity RightsParent. (c) Except as set forth in Schedule 4.2(cSection 5.3(c) of the Parent Disclosure Letter or Section 5.3(b), as of the date of this Agreement, there are no outstanding Equity Rights (i) options, warrants, preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating BlackRock Parent, Merger Sub or any Controlled Affiliate other Subsidiaries of Parent to issue, delivertransfer or sell any equity interest in Parent, Merger Sub or any other Subsidiary of Parent or securities convertible into or exchangeable for such equity interests. (d) There are no bonds, debentures, notes, or other Indebtedness or, except for the Parent Common Stock, other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Parent Shareholders may vote. None of Parent, Merger Sub or any other Subsidiary of Parent has any Contract or other obligation to repurchase, redeem, purchase or sell, otherwise acquire any shares of Parent Common Stock or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock any of Parent's Subsidiaries, or make any investment (in the form of a loan, capital contribution, or otherwise) in any of Parent's Subsidiaries or any other Person. None of its Controlled Affiliates the outstanding equity securities or (iii) obligating BlackRock other securities of Parent, Merger Sub or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other Subsidiary of Parent was issued in violation of the capital stock or equity of BlackRock Securities Act or any of its Controlled Affiliatesother Law. Except as set forth in Schedule 4.2(c)Section 5.3(d) of the Parent Disclosure Letter, one none of BlackRock and its Controlled Affiliates Parent, Merger Sub or any other Subsidiary of Parent owns, or has any (x) outstanding indebtedness that could convey Contract or other obligation to acquire, any equity securities or other securities of any Person (other than Subsidiaries of Parent) or any direct or indirect equity or ownership interest in any other business. Except for this Agreement and the right Voting and Support Agreement, there are no voting trusts, proxies or other Contracts to votewhich Parent, Merger Sub or any other Subsidiary of Parent is a party or by which any of them is bound with respect to the holding, voting or disposition of any units, shares or any equity interests of Parent, Merger Sub or any other Subsidiary of Parent, except pursuant to the Parent Charter, the Parent Bylaws or the organizational documents of the Subsidiaries of Parent. (e) All of the outstanding shares of capital stock of each of the Subsidiaries of Parent that is convertible into or exercisable for capital stock or equity of BlackRock a corporation (including Merger Sub) are duly authorized, validly issued, fully paid and nonassessable and each such share owned by Parent or any of its Controlled Affiliates Subsidiaries is free and clear of all Liens. All equity interests in each of the Subsidiaries of Parent that is a partnership or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock limited liability company are duly authorized and validly issued and each such equity interest owned by Parent or any of its Controlled Affiliates on any matterSubsidiaries is free and clear of all Liens, other than Liens arising under the Parent Credit Agreements. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 40,000,000 shares of BlackRock Class A Parent Common StockStock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. (b) Immediately prior to the Closing, (i) 21,000,000 shares of which 19,799,640 shares are Parent Common Stock (on a fully diluted basis) shall be issued and outstanding, 100,000,000 (ii) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Preferred Stock are to be issued or outstanding; and outstanding and 10,000,000 (iii) no shares of Preferred StockParent Common Stock are to be held in the treasury of Parent. Except as described above, there shall be no shares of which zero shares are issued and voting or non-voting capital stock, equity interests or other securities of Parent authorized, issued, reserved for issuance or otherwise outstanding. . (c) All of the issued and outstanding shares of capital stock have been Parent Common Stock are, and all shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been subject to, or issued in violation of, any kind of preemptive, subscription or any Equity Rightskind of similar rights. (d) There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as described in subsection (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except above or as otherwise set forth in Schedule 4.2(c)on the Parent Disclosure Schedule, there are no outstanding Equity Rights securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (icontingent or otherwise) to which Parent is a party or bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightagreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any Subsidiary of Parent is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (e) All of the issued and outstanding shares of Parent Common Stock and all equity of its Subsidiaries were issued in compliance in all material respects with all applicable federal and state securities laws. (f) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value per share, all of which are duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be, owned by Parent free and clear of any Liens. All issued and outstanding capital stock of the Parent's Subsidiaries were duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be and have been, owned by Parent free and clear of any Liens. There are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation(or options to acquire any such shares) or other security or equity interest of the Parent. Except as described in this Section 3.3, there are no stock-appreciation rights, security-based performance units, phantom stockstock or other security rights or other agreements, profit participation arrangements or similar rights commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments, including but not limited to royalty payments to be made pursuant to any license or other agreement made by the Parent in the ordinary course of business) or commissions to sales representatives of the Parent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) or to cause the Parent or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Parent or any of its Subsidiaries. (g) There are no voting trusts, registration rights, proxies or other agreements, commitments or understandings of any character to which the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any of the stockholders of the Parent, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of BlackRock the Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 50,000,000 Parent Shares and 250,000 shares of BlackRock Class A Common preferred stock, no par value (the “Parent Preferred Stock”), of which 19,799,640 50,000 shares are have been designated as Series A Junior Participating Preferred Stock. At the close of business on November 9, 2009, (i) 13,688,740 Parent Shares were issued and outstanding, 100,000,000 all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) no Parent Shares were held in the treasury of Parent or by Subsidiaries of Parent; (iii) 246,336 Parent Shares were reserved for issuance pursuant to outstanding options, warrants or other rights to purchase or otherwise acquire Parent Shares under Parent’s plans or other arrangements or pursuant to any plans or arrangements assumed by Parent in connection with any acquisition, business combination or similar transaction (collectively, the “Parent Stock Plans”). Between November 9, 2009 and the date of this Agreement, except as set forth herein and except for the issuance of Parent Shares pursuant to the Parent Stock Plans, no shares of BlackRock Class B Common Stockcapital stock or other voting securities of Parent were issued, of which 44,298,000 shares are issued and outstanding and 10,000,000 reserved for issuance or outstanding. Parent has 50,000 shares of Parent Preferred StockStock reserved for issuance pursuant to the Rights Agreement, dated as of which zero March 19, 2008, between the Company and National City Bank (the “Parent Rights Agreement”) providing for rights to acquire shares are issued and outstandingof Parent’s Series A Junior Participating Preferred Stock (the “Parent Rights”). All of the issued and outstanding shares Parent Shares issuable upon conversion of capital stock have been Company Common Stock at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized and authorized, validly issued, are fully paid paid, nonassessable and non-assessable and have not been issued in violation free of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingpreemptive rights. All As of the issued date of this Agreement, except for (i) this Agreement and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (cii) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights options, warrants, calls, rights, puts or Contracts (ias hereinafter defined) obligating BlackRock to which Parent or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, redeemsell, purchase redeem or sellotherwise acquire, or cause to be issued, delivered, redeemed, purchased or sold, redeemed or otherwise acquired, any additional shares of capital stock (or related rights, (iiother voting securities or equity equivalents) giving any Person a right to subscribe for any capital stock of BlackRock Parent or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, put or Contract. There are no As of the date of this Agreement, Parent does not have any outstanding bonds, debentures, notes or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. There are no Contracts to which Parent, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (db) 4,935,000 shares Each outstanding share of BlackRock Class A Common Stock capital stock (or other voting security or equity equivalent, as the case may be) of each Significant Subsidiary of Parent is duly authorized, validly issued, fully paid and 40,000,000 shares of BlackRock Class B Common Stock are nonassessable and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by PNC Parent or another Subsidiary of Parent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21 to Parent’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission (the “SEC”), constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date hereofthereof. (c) Section 2.2(c) of the Parent Letter sets forth a list as of the date of this Agreement of all Significant Subsidiaries and material Joint Ventures (as hereinafter defined) of Parent and the jurisdiction in which such Significant Subsidiary or material Joint Venture is organized. Section 2.2(c) of the Parent Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by Parent in each such material Joint Venture. As of the date of this Agreement, Parent has no obligation to make any capital contributions, or otherwise provide assets or cash, to any material Joint Venture.

Capital Structure. (a) The authorized share capital of Parent consists of 350,000,000 shares of Parent Common Stock and 25,000,000 shares of preferred stock, $0.01 par value (“Parent Preferred Stock”). At the close of business on June 23, 2011, (i) 53,885,888 shares of Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding, (ii) no shares of Parent Common Stock and Parent Preferred Stock were held by Parent in its treasury, and (iii) 7,551,337 shares of Parent Common Stock were reserved for issuance under Parent Employee Plans, of which 5,424,567 were subject to outstanding options or the grant of rights to purchase shares of Parent Common Stock, 819,616 were restricted Parent Common Stock and 1,307,154 shares of Parent Common Stock were available for future option or restricted share grants. Except as set forth above, at the close of business on June 23, 2011, no shares of capital stock or other voting securities of BlackRockParent were issued, reserved for issuance or outstanding. All outstanding shares of 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 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 General Corporation Law of the State of Delaware (the “DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (i) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt or (ii) obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity contractual obligations of BlackRock Parent or any of its Controlled Affiliates. Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries. (b) Except as set forth in Schedule 4.2(c)Section 4.4(b) of the Parent Disclosure Schedule, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to votesince December 31, or that is convertible into or exercisable for capital stock or equity of BlackRock or 2010, neither Parent nor any of its Controlled Affiliates Subsidiaries has issued any Parent Stock Options or (y) Equity Rights restricted shares of Parent Common Stock or granted any awards. Parent has made available to the Company accurate and complete copies of all equity plans pursuant to which Parent has granted any awards that entitle or convey are currently outstanding and the form of all equity award agreements. All shares of Parent Common Stock subject to issuance with respect to any Person award have been duly authorized and, upon issuance on the right terms and conditions specified in the instrument pursuant to vote which they are issuable, will be validly issued, fully paid and nonassessable. All outstanding shares of Parent Common Stock, all outstanding Parent Stock Options, and all outstanding shares of capital stock of each Subsidiary of Parent have been issued and granted (i) in compliance with all applicable securities laws and other applicable Laws and (ii) in material compliance with all applicable requirements set forth in the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent Employee Plans. (dc) 4,935,000 shares The authorized capital stock of BlackRock Class A Common Stock Merger Sub consists of 100 ordinary shares, par value NIS 0.01 per share, all of which have been validly issued, are fully paid and 40,000,000 shares of BlackRock Class B Common Stock nonassessable and are owned by PNC as Parent free and clear of the date hereofany Lien.

Capital Structure. (ai) The As of the date hereof, the authorized capital stock of BlackRockParent consists of 120,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, par value $1.00 per share (the "PARENT PREFERRED STOCK"). At the close of business on July 3, 2003, (A) 29,550,371 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued or outstanding; (B) 780,663 shares of Parent Common Stock were reserved for issuance by Parent pursuant to options or stock awards granted under Parent's stock plans, (C) 2,007,864 shares of Parent Common Stock were reserved for issuance pursuant to options or stock awards not yet granted under Parent's stock plans, (D) no shares of Parent Common Stock were reserved for issuance pursuant to outstanding warrants, and (E) 2,359,148 shares of Parent Common Stock were held by Parent in its treasury. Parent has no outstanding SARs. The Parent Common Stock is listed on the Nasdaq National Market. Except as set forth above, no shares of capital stock or other equity or voting securities of Parent are reserved for issuance or are outstanding. All outstanding shares of capital stock of Parent are, and all such shares of the Parent Common Stock issuable upon the exercise of stock options or stock awards will be when issued thereunder, validly issued, fully paid and nonassessable and not subject to preemptive rights. No capital stock has been issued by Parent since the Parent Balance Sheet Date (as defined in SECTION 3.2(g)), other than Parent Common Stock issued pursuant to options outstanding on or prior to such date in accordance with their terms at such date. Except for options described above described above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), hereof there are no outstanding Equity Rights (i) obligating BlackRock or authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of the Parent Subsidiaries is a party, or by which any of them is bound, obligating Parent or any of the Parent Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any shares of capital stock or related rightsother equity or voting securities of, (ii) giving or other ownership interests in, Parent or of any Person a right to subscribe for any capital stock of BlackRock the Parent Subsidiaries or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC not as of the date of this Agreement and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of Parent. (ii) The shares of Parent Common Stock issued as part of the Merger Consideration will, when issued, be duly authorized, validly issued, fully paid and nonassessable shares of Parent Common Stock, and not subject to any preemptive rights created by statute, the Parent Charter Documents, or any agreement to which Parent is a party or is bound, and will, when issued, be registered under the Securities Act and the Exchange Act and registered or qualified (or exempt from registration and qualification requirements) under all applicable state "Blue Sky" securities laws. (iii) As of the date hereof, all of the issued and outstanding membership interests of Sub are owned by Parent. Sub was formed solely for the purpose of participating in the Merger, has no assets and has conducted no activities to date, other than in connection with the Merger.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 200,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of business on February 5, 2004 (or, in the case of clause (iv) below, on December 31, 2003), (i) 65,086,471 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury, (iii) 7,617,524 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a "Parent Employee Stock Option") and (iv) 187,122 additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent. Except as set forth above, at the close of business on February 5, 2004 (or, in the case of clause (iv) in the immediately preceding sentence, on December 31, 2003), no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since February 5, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee Stock Options outstanding as of February 5, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock that were not granted in tandem with a related Parent Employee Stock Option. All outstanding shares of 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 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 NRS, the Parent Charter, the Parent By-laws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound (i) obligating BlackRock Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Parent Subsidiary or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or similar rights with respect to the capital stock or equity of BlackRock or (iii) that give any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person person the right to vote, receive any economic benefit or that is convertible into right similar to or exercisable for capital stock or equity derived from the economic benefits and rights occurring to holders of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Stock. As of the date hereofof this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 100,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding$0.001 par value per share, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which zero shares are issued and outstanding. All of the there were issued and outstanding as of the close of business on June 30, 1999, 35,935,627 shares of Common Stock and no shares of Preferred Stock. All outstanding shares of Parent have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and non-assessable. Parent has reserved 7,544,000 shares of Parent Common Stock for issuance pursuant to the Parent Stock Option Plan, of which 1,476,351 shares have been issued pursuant to option exercises and 3,674,236 shares are subject to outstanding, unexercised options. As of the date of this Agreement, no warrants to purchase shares of Parent Common Stock are outstanding. Except for (i) the rights created pursuant to this Agreement, (ii) the outstanding options under the Parent's stock option plan, and (iii) Parent's right to repurchase any unvested shares under its stock option plan, there are no other options, warrants, calls, rights, commitments or agreements of any character 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 capital stock or voting securities of Parent or obligating Parent to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except for this Agreement, there are no contracts, commitments or agreement relating to voting, purchase or sale of Parent's capital stock or voting securities (i) between or among Parent and any of its securityholders, and (ii) to Parent's knowledge, between or among any of Parent's securityholders. None of the outstanding options permit any accelerated vesting or exercisability of those options or the shares of Parent Common Stock subject to those options by reason of the Merger or any other transactions contemplated by this Agreement. True and complete copies of all agreements and instruments relating to or issued under Parent's stock option plan have been duly authorized provided to Company and validly issued, are fully paid such agreements and non-assessable and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Company. All outstanding shares of Parent Common Stock and all Parent options and warrants to acquire Parent Common Stock from Parent were issued in violation of any Equity Rightscompliance in all material respects with all applicable federal and state securities laws. (b) The authorized capital stock of BlackRock Merger Sub is 100 consists of one thousand (1,000) shares of common stock, no par value per share ("Merger Sub Common Stock"), of which 1000 shares are issued and outstanding. Parent owns directly all the outstanding shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and The outstanding shares of Merger Sub Common Stock have been are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation free of any Equity Rightspreemptive rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Eight Hundred Million (800,000,000) shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 Ten Million (10,000,000) shares of BlackRock Class B Common Stockpreferred stock, par value $0.001 per share, of which 44,298,000 (i) 2,326,557 shares of Parent Common Stock are issued and outstanding and 10,000,000 (ii) One Million Five Hundred Thousand (1,500,000) shares of Preferred Stock are designated as Series A Convertible Preferred Stock, all of which zero are outstanding and which are convertible into an aggregate of One Hundred and Fifty Million (150,000,000) shares of Parent Common Stock and (iii) no shares of Parent Common Stock or preferred stock are issued held by the Parent in its treasury. Parent also has stock purchase warrants for the purchase of 989,449 shares of Parent Common Stock, 436,377 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 237,554 shares of Parent Common Stock outstanding. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares NRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. may vote (c) “Voting Parent Debt”). Except as set forth in Schedule 4.2(c)the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule 4.2(c)or as otherwise contemplated hereby, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any security holder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such security holder under the Securities Act.

Capital Structure. (a) The authorized capital stock of BlackRockDeerfield consists of 300,000,000 shares of common stock, as $.001 par value, and 10,000,000 shares of undesignated preferred stock, $.001 par value. As of the date hereof, is 250,000,000 hereof (a) 275,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares Deerfield's common stock are issued and outstanding, 100,000,000 (b) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares preferred stock are issued and outstanding, and (c) no shares of Deerfield's common stock or preferred stock are held by Deerfield in its treasury. All of the issued and outstanding Except as set forth above, no shares of capital stock have been or other voting securities of Deerfield were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Deerfield are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Deerfield Charter, the Deerfield Bylaws or any Contract to which Deerfield is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Merger Sub Common Stock have been duly authorized and validly issuedDeerfield having the right to vote (or convertible into, are fully paid and non-assessable and have not been issued in violation or exchangeable for, securities having the right to vote) on any matters on which holders of any Equity Rights. Deerfield's common stock may vote (c) Except as set forth in Schedule 4.2(c"Voting Deerfield Debt"). As of the date of this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Deerfield is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate Deerfield to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, Deerfield or any of its Controlled Affiliates or Voting Deerfield Debt, (iiib) obligating BlackRock or any Controlled Affiliate Deerfield to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of Deerfield. As of the date of this Agreement, there are not any outstanding contractual obligations of Deerfield to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock of Deerfield. The stockholder list provided to Leading Asia or equity its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC the Deerfield's common stock as of the date hereofof such report.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 One Hundred Fifty Million (150,000,000) shares of BlackRock Class A Common Stockcommon stock, of which 19,799,640 shares are issued par value US$ 0.0001 per share and outstanding, 100,000,000 Five Million (5,000,000) shares of BlackRock Class B Common Stockpreferred stock with a par value of US $0.0001. Except as set forth in the Parent SEC Documents, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding no other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares laws of Merger Sub Common Stock have been duly authorized and validly issuedthe ▇▇▇▇▇▇▇▇ Islands, are fully paid and non-assessable and have not been issued in violation of the Parent Charter, the Parent Bylaws or any Equity Rights. (c) Contract to which the Parent is a party or otherwise bound. Except as set forth in Schedule 4.2(c)the SEC Documents, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions or as described in the SEC Documents, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciationof the Parent. Other than as set forth in the SEC Documents, phantom stock, profit participation or similar rights with respect the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 500,000,000 shares of BlackRock Class A Common Stock, par value $0.01 per share, and 5,000,000 shares of which 19,799,640 preferred stock, par value $0.01 per share ("Preferred Stock"). At the close of business on April 1, 2000, (a) 128,601,855 shares are of Parent Common Stock were issued and outstanding, 100,000,000 (b) no shares of BlackRock Class B Parent Common StockStock were held by the Parent in its treasury, of which 44,298,000 shares are issued and outstanding and 10,000,000 (c) 14,754,919 shares of Preferred StockParent Common Stock were reserved for issuance pursuant to Parent's stock option and employee stock purchase plans ("Parent Equity Incentive Plans"). Parent has outstanding $350,000,000 in convertible subordinated debentures due May 2004, which are convertible into common stock at a conversion price of which zero $44.334 per share (the "Convertible Notes"). Except as set forth above or in the Parent SEC Documents, at the close of business on April 1, 2000, no shares are issued and of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to the Parent Equity Incentive Plans will be, when issued in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingsubject to preemptive rights. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party, or by which it is bound, obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock the Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except for the convertible notes, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Parent. Except for the Stockholders Agreement contemplated hereby, there are no shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. The shares of Parent Common Stock will, when issued pursuant to this Agreement, be duly and validly issued, fully paid and nonassessable and will be issued free of any preemptive rights or other Liens. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent (other than directors' qualifying shares), directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or authorized stock appreciationits subsidiaries to repurchase, phantom stock, profit participation redeem or similar rights with respect to the otherwise acquire any outstanding shares of capital stock or equity other ownership interests in any subsidiary of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized shares of capital stock of BlackRockParent and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, as of the date hereofof this Agreement, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as provided in Section 3.2(c) of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity RightsDisclosure Letter. (bi) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issuedthis Agreement, are fully paid and non-assessable and have not been issued except as disclosed in violation Section 3.2(c) of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the Parent Disclosure Letter, there are no issued and outstanding Equity Rights or reserved for issuance: (iA) obligating BlackRock shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock or performance stock awards relating to the equity interests of Parent; (C) securities of Parent or any Controlled Affiliate Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, any capital purchased, redeemed or acquired, stock or related rightsother equity securities of Parent or of any Parent Subsidiary, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (dii) 4,935,000 All outstanding shares of BlackRock Class A Common Stock Parent are, and 40,000,000 all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. (iii) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to the date of this Agreement have been paid in full, other than accrued dividends on outstanding preferred stock of Parent. (iv) Except for this Agreement or as disclosed in Section 3.2(c) of the Parent Disclosure Letter, there are not any: (A) shareholder agreements, voting trusts, proxies or other agreements or understandings relating to the voting of any shares of BlackRock Class B Common Stock are owned Parent to which Parent or any Parent Subsidiary is a party or by PNC which it is bound or (B) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any shares of Parent or any Parent Subsidiary is a party or by which it is bound. (v) Except as disclosed in Section 3.2(c) of the date hereofParent Disclosure Letter, no holder of securities in Parent or any Parent Subsidiary has any right to have the offering or sale of such securities registered by Parent or any Parent Subsidiary, as the case may be.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 100,000,000 shares of Parent Stock, as and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, is 250,000,000 of this Agreement (a) 312,730 shares of BlackRock Class A Common Stock, of which 19,799,640 shares Parent Stock are issued and outstanding, 100,000,000 ; (b) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares preferred stock are issued and outstanding and 10,000,000 (c) no shares of Preferred StockParent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares General Corporation Law of Merger Sub Common the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“ Voting Parent Debt”). There are not any options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. kind to which the Parent is a party or by which it is bound (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 300,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are there were issued and outstandingoutstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of BlackRock Class B Common Stockpreferred stock, par value $0.001 per share, of which 44,298,000 shares are there were issued and outstanding and 10,000,000 as of the close of business on the date hereof, no shares of Preferred Stockpreferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares have been duly authorized by all necessary corporate action and, of which zero shares are when issued and outstandingdelivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares will be validly issued, fully paid and non-assessable. All Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the issued and SFX Disclosure Schedule, there are no other outstanding shares of capital stock have been or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation are free of any Equity Rights. (b) The authorized capital stock Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of BlackRock Merger Sub first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is 100 shares of Merger Sub Common Stocka party or by which it is bound. There are no other options, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedwarrants, are fully paid and non-assessable and have not been issued in violation calls, rights, commitments or Contracts of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) character to which any Acquiring Party is a party or by which it is bound obligating BlackRock or any Controlled Affiliate such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or Contract. There are no outstanding Contracts relating to voting, purchase or authorized stock appreciation, phantom stock, profit participation sale of Parent Common Stock (i) between or similar rights with respect to the capital stock or equity of BlackRock or among Parent and any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)stockholders and (ii) to SFX’s Knowledge, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, between or that is convertible into or exercisable for capital stock or equity of BlackRock or among any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent’s stockholders. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 8,000,000 shares of BlackRock Class A Parent Common Stock. The authorized capital stock of Sub consists of 1,000 shares of common stock, without par value, 100 of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 are held beneficially and of record by Parent. At the close of business on the Measurement Date, (i) 5,228,896 shares of Preferred Stock, of which zero shares are Parent Common Stock were issued and outstanding, (ii) 578,135 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 589,575 shares of Parent Common Stock were reserved for issuance pursuant to the 1986 Stock Option Plan, the 1996 Stock Option Plan, the 1988 Restricted Stock and Cash Bonus Plan and the Stock Retirement Plan for Nonemployee Directors (such plans, collectively, the "Parent Stock Plans"). Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. At the close of business on the Measurement Date, there were no outstanding stock options, stock appreciation rights or rights (other than employee stock options or other rights ("Parent Employee Stock Options") to purchase or receive Parent Common Stock granted under the Parent Stock Plans) to receive shares of Parent Common Stock on a deferred basis granted under the Parent Stock Plans or otherwise. The Parent Disclosure Schedule sets forth a complete and correct list, as of the Measurement Date, of the number of shares of Parent Common Stock subject to Parent Employee Stock Options. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued, including shares to be issued pursuant to this Agreement, will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingsubject to preemptive rights. All As of the issued and outstanding shares close of Merger Sub Common Stock have been duly authorized and validly issuedbusiness on the Measurement Date, are fully paid and non-assessable and have not been issued in violation there were no bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (c) matters on which shareholders of Parent may vote. Except as set forth in above or as contemplated by Schedule 4.2(c6.05(b), as of the close of business on the Measurement Date, there are were no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving other voting securities of Parent or of any Person a right to subscribe for any capital stock of BlackRock its Subsidiaries or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights Except for agreements entered into with respect to the capital stock or equity Parent Stock Plans, as of BlackRock the close of business on the Measurement Date, there were no outstanding contractual obligations of Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)Subsidiaries to issue, one repurchase, redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person Subsidiaries. As of the right close of business on the Measurement Date, there were no outstanding contractual obligations of Parent to vote with or to dispose of any shares of the shareholders capital stock of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (ai) The authorized capital stock of BlackRock, as IUB consists of the date hereof, is 250,000,000 3,000,000 shares of BlackRock Class A common stock, without par value ("IUB Common Stock"), 1,250,897 shares of which 19,799,640 are outstanding and none of which are reserved for issuance or held by IUB in its treasury; and 400,000 shares of preferred stock, without par value, with respect to which the board of directors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights ("IUB Preferred Stock"). There are issued and no shares of IUB Preferred Stock outstanding, 100,000,000 shares reserved for issuance or held by IUB in its treasury. (ii) No Voting Debt of BlackRock Class B Common Stock, of which 44,298,000 shares are IUB is issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and or outstanding. All of the issued and outstanding shares of capital stock have been IUB Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights.subject to preemptive rights. 12 (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (ciii) Except as set forth in Schedule 4.2(cany IUB SEC Document (as defined in Section 3.2(d) hereof) filed prior to the date hereof or the letter dated and delivered to PTC on the date hereof (the "IUB Letter"), which relates to this Agreement and is designated therein as being the IUB Letter, there are is no outstanding Equity Rights option, warrant, call, right (i) obligating BlackRock including any preemptive right), commitment or any Controlled Affiliate other agreement of any character that IUB or any Subsidiary is a party to, or may be bound by, requiring it to issue, delivertransfer, redeemsell, purchase or sellredeem any shares of capital stock, any Voting Debt, or cause to be issuedany securities or rights convertible into, deliveredexchangeable for, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a evidencing the right to subscribe for any shares of capital stock of BlackRock IUB or any Subsidiary, or to provide funds to, or make an investment (in the form of its Controlled Affiliates a loan, capital contribution or otherwise) in, any of IUB's Subsidiaries or (iiiexcepting loans made in the ordinary course of a commercial banking business) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. other Person. (iv) Except as set forth in Schedule 4.2(c)any IUB SEC Document filed prior to the date hereof or the IUB Letter, one of BlackRock and its Controlled Affiliates has except for this Agreement, there is no voting trust or other agreement or understanding to which IUB or any (x) outstanding indebtedness that could convey to any Person the right to voteSubsidiary is a party, or that is convertible into or exercisable for may be bound by, with respect to the voting of the capital stock or equity of BlackRock IUB or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiary. (dv) 4,935,000 Since December 31, 1994, except as set forth in any IUB SEC Document filed prior to the date hereof or the IUB Letter, IUB has not (A) issued or permitted to be issued any shares of BlackRock Class A Common Stock and 40,000,000 capital stock, or securities exercisable for or convertible into shares of BlackRock Class B Common Stock are owned by PNC as capital stock, of IUB or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of IUB or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of IUB dividends or other distributions on the outstanding shares of capital stock of IUB, other than regular quarterly cash dividends at a rate not in excess of the date hereofregular quarterly dividend most recently declared by IUB prior to September 30, 1997.

Capital Structure. (a) The authorized capital stock of BlackRockAcquiror presently consists of 20,000,000 shares of Common Stock, $.01 par value of which there were issued and outstanding as of the date hereof, is 250,000,000 of this Agreement 7,756,953 shares of BlackRock Class A Common Stock. Upon the confirmation of the Reorganization Plan, the authorized capital stock will consist of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, Stock and 5,000,000 shares of Preferred Stock of which 44,298,000 shares are it is currently contemplated, without giving effect to the transactions contemplated hereby, there will be issued and outstanding 17,297,923 shares of Common Stock and 10,000,000 no shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized As of May 31, 2000 Acquiror has reserved 1,360,000 shares of Acquiror Common Stock for issuance to employees, directors and independent contractors pursuant to the Acquiror's stock option Plans, of which 995,000 shares are subject to outstanding, unexercised options. Since May 31, 2000, Acquiror has not issued or granted, nor will Acquiror from that date through the Closing Date, issue or grant, additional options to purchase shares of capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingAcquiror under or outside any Acquiror stock option plan. All of Except for the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued rights created pursuant to this Agreement or disclosed in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the SEC Documents or the Disclosure Statement, there are no outstanding Equity Rights (i) obligating BlackRock other options, warrants, calls, rights, commitments or agreements or any Controlled Affiliate character to which Acquiror is a party or by which it is bound obligating Acquiror to issue, deliver, redeem, purchase or sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Acquiror or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Acquiror to issue, grant, adopt extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or agreement. There Except as disclosed in the SEC Documents, there are no outstanding contracts, commitments or authorized stock appreciationagreements relating to voting, phantom stockregistration, profit participation purchase or similar rights with respect to the sale of Acquiror's capital stock (i) between or equity of BlackRock or among Acquiror and any of its Controlled Affiliatesstockholders or (ii) to Acquiror's knowledge, between or among any of Acquiror's stockholders. Except as set forth in Schedule 4.2(c)All outstanding shares of Acquiror have been duly authorized, one validly issued, fully paid and are nonassessable. The shares of BlackRock Acquiror Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and its Controlled Affiliates has any (x) outstanding indebtedness that could convey nonassessable and not subject to any Person the right to votepreemptive rights, lien or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterencumbrances. (dc) 4,935,000 shares Prior to the Closing, Acquiror will organize Merger Sub, a wholly-owned subsidiary organized under Delaware Law. The authorized capital stock of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC Merger Sub will, as of the date hereofClosing Date, consist of 1,000 shares of Common Stock, all of which will be issued and outstanding and held by Acquiror. Merger Sub shall be in good standing and shall have all requisite corporate power and authority to consummate the transactions contemplated hereby.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of (i) 50,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the date of this Agreement, (i) 4,695,139 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding, and (ii) no shares of Parent Common Stock were held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of July 30, 2004, between Parent and American Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 7,390,278 shares of Parent Common Stock (the “Parent Warrants”) were issued and outstanding. At the close of business on the date of this Agreement, 414,861 units were issued and outstanding, which such units consisted of 414,861 shares of Parent Common Stock and warrants to purchase 829,722 shares of Parent Common Stock. At the close of business on the date of this Agreement, options issued pursuant to advisory board agreements and a consulting agreement to purchase 60,000 shares of Parent Common Stock, in the aggregate, were issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Capital Stock are 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. Except as set forth above or in the Section 4.03(a) of the Parent Disclosure Letter and except for an option granted to I-Bankers Securities Incorporated and Newbridge Securities Corporation or their affiliates to purchase 270,000 units (each unit consisting of one share of Parent Common Stock and two Parent Warrants), as of the date hereofof this Agreement there are not any options, is 250,000,000 shares of BlackRock Class A Common Stockwarrants, of which 19,799,640 shares are issued and outstandingrights, 100,000,000 shares of BlackRock Class B Common Stockconvertible or exchangeable securities, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock“phantom” stock rights, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issuedappreciation rights, are fully paid and nonstock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (b) The authorized capital stock of BlackRock kind to which Parent or Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights a party (i) obligating BlackRock Parent or any Controlled Affiliate Merger Sub to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or Merger Sub, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Merger Sub to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock. There are no outstanding or authorized stock appreciationAs of the date of this Agreement, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except other than as set forth in Schedule 4.2(c)the Parent Charter, one the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are not any outstanding contractual obligations of BlackRock and its Controlled Affiliates has Parent or Merger Sub to repurchase, redeem or otherwise acquire any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock of Parent or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterMerger Sub. (db) 4,935,000 The authorized capitalization of Merger Sub consists of 1,000 shares of BlackRock Class A Common Stock common stock, par value $0.01, all of which have been validly issued, fully paid and 40,000,000 shares of BlackRock Class B Common Stock are nonassessable and owned by PNC as Parent free and clear of the date hereofany Lien.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 295,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 109,138,049 shares are issued and outstanding as of the close of business on the day prior to the date hereof and 10,000,000 500,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Parent Preferred Stock”), of which zero 500,000 shares are issued and outstanding. All outstanding as of the issued and outstanding close of business on the day prior to the date hereof. No shares of capital stock have been are held in Parent’s treasury. All outstanding shares of Parent Capital Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been were issued in violation of any Equity Rightscompliance with all applicable federal and state securities laws. (b) The authorized capital stock Section 3.2(b) of BlackRock Merger Sub is 100 the Parent Disclosure Schedule lists each record holder of Parent Capital Stock and the number and type of shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding Parent Capital Stock held by such holder. (c) The shares of Merger Sub Parent Common Stock have been issuable as Merger Consideration, upon issuance on the terms and conditions contemplated in this Agreement, would be duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterassessable. (d) 4,935,000 There is no existing option, warrant, call, right or contract to which Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of BlackRock Class A Common Parent Capital Stock and 40,000,000 or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of BlackRock Class B Common capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are owned by PNC as entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the date hereofoutstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquiring Companies having a right to vote on any matters on which the stockholders of Parent have a right to vote; (iv) there is no Contract to which the Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Capital Stock. None of the Acquiring Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Capital Stock or other securities.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of 300,000,000 shares of the date hereof, is 250,000,000 Parent Common Stock and 50,000,000 shares of BlackRock Class A preferred stock, par value $0.01 per share (the “Parent Preferred Stock”, and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which 19,799,640 shares are issued and outstandingbusiness on the Measurement Date, 100,000,000 (a) 33,150,734 shares of BlackRock Class B the Parent Common Stock, of which 44,298,000 shares are Stock were issued and outstanding and 10,000,000 (b) no shares of Parent Preferred Stock, of which zero shares are Stock were issued and or outstanding. All of the issued and outstanding shares of the capital stock have been of Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been issued no class of capital stock of Parent is entitled to preemptive rights. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. There are no bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Common Stock, the Parent OP Units or the general partnership interests in violation Parent OP may vote (“Voting Parent Debt”). Except as set forth above, as of the Measurement Date, there were no options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of any Equity Rightskind to which Parent or any Parent Subsidiary was a party or by which any of them was bound (i) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, security, commitment or undertaking. At the close of business on the Measurement Date, there are 1,255,983 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens. (b) The authorized Except as set forth above and as set forth on Section 4.02(b) of the Parent Disclosure Letter, as of the close of business on the Measurement Date, there were no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Parent or any Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound with respect to the voting of any shares of capital stock of BlackRock Merger Sub is 100 Parent or any Parent Subsidiary, or (iii) contractual obligations or commitments of any character to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound restricting the transfer of, or requiring the registration for sale of, any shares of Merger Sub Common Stockcapital stock of Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of which one share is issued and outstanding. All first refusal or similar rights with respect to any of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsits capital stock or other equity interests. (c) Except as set forth in Schedule 4.2(c)on Section 4.02(c) of the Parent Disclosure Letter, there are no all of the outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any shares of capital stock or related rightsother equity interests of each Parent Subsidiary are owned by Parent, (ii) giving by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all Liens and free of any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person restriction on the right to vote, sell or that is convertible into or exercisable for otherwise dispose of such capital stock or other equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterinterests other than transfer and other restrictions under applicable federal and state securities Laws. (d) 4,935,000 All dividends or other distributions on the shares of BlackRock Class A Parent Common Stock and 40,000,000 shares any material dividends or other distributions on any securities of BlackRock Class B Common Stock are owned by PNC as of any Parent Subsidiary which have been authorized and declared prior to the date hereofhereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (ai) The authorized capital stock of BlackRockParent consists of 350,000,000 shares of Parent Common Stock, of which 250,637,386 shares were issued and outstanding and 260,536 shares were held in treasury as of the close of business on September 7, 1999, and 300,000 shares of Preferred Stock, no par value (the "Parent Preferred Shares"), of which no shares were outstanding as of the date hereof. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. As of the date of this Agreement, other than Parent Common Stock subject to issuance as set forth below, Parent has no shares of Parent Common Stock or Parent Preferred Shares reserved for or subject to issuance. As of September 7, 1999, there were not more than 5,344,999 shares of Parent Common Stock that Parent was obligated to issue pursuant to the Parent's stock plans, each of which plans is listed in Section 5.2(b) of the Parent Disclosure Letter (collectively, the "Parent Stock Plans"). Except as set forth above, as of the date hereofof this Agreement, is 250,000,000 there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of BlackRock Class A capital stock or other securities of Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, and no securities or obligation evidencing such rights are authorized, issued or outstanding. As of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (ii) The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock have been duly authorized and validly issuedor other voting securities of Merger Sub, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (bB) The authorized capital stock of BlackRock Merger Sub is 100 shares no securities of Merger Sub Common Stock, convertible into or exchangeable for shares of which one share is issued and outstanding. All of the issued and outstanding shares capital stock or other voting securities of Merger Sub Common Stock have been duly authorized and validly issued(C) no options or other rights to acquire from Merger Sub, are fully paid and non-assessable and have not been issued in violation no obligations of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate Merger Sub to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation other voting securities or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is securities convertible into or exercisable exchangeable for capital stock or equity other voting securities of BlackRock or Merger Sub. Merger Sub has not conducted any of its Controlled Affiliates or (y) Equity Rights that entitle or convey business prior to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofof this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 300,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are there were issued and outstandingoutstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of BlackRock Class B Common Stockpreferred stock, par value $0.001 per share, of which 44,298,000 shares are there were issued and outstanding and 10,000,000 as of the close of business on the date hereof, no shares of Preferred Stockpreferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, of which zero shares are when issued and outstandingdelivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. All Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the issued and SFX Disclosure Schedule, there are no other outstanding shares of capital stock have been or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation are free of any Equity Rights. (b) The authorized capital stock Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of BlackRock Merger Sub first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is 100 shares of Merger Sub Common Stocka party or by which it is bound. There are no other options, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedwarrants, are fully paid and non-assessable and have not been issued in violation calls, rights, commitments or Contracts of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) character to which any Acquiring Party is a party or by which it is bound obligating BlackRock or any Controlled Affiliate such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or Contract. There are no outstanding Contracts relating to voting, purchase or authorized stock appreciation, phantom stock, profit participation sale of Parent Common Stock (i) between or similar rights with respect to the capital stock or equity of BlackRock or among Parent and any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)stockholders and (ii) to SFX’s Knowledge, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, between or that is convertible into or exercisable for capital stock or equity of BlackRock or among any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent’s stockholders. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized share capital stock of BlackRockParent consists of (i) an unlimited number of Parent Common Shares and (ii) 10,000,000 preferred shares, as without nominal or par value, issuable in series (collectively, the “Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Shares”). At the close of business on the date hereof, is 250,000,000 shares of BlackRock Class A Measurement Date: (A) 544,930,072 Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are Shares were issued and outstanding and 10,000,000 shares of (B) no Parent Preferred Stock, of which zero shares are Shares were issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock At the close of BlackRock Merger Sub is 100 shares of Merger Sub business on the Measurement Date, (i) there were (a) 752,014 Parent Common StockShares subject to outstanding Parent Restricted Share Awards and (b) 7,281,279 Parent Common Shares subject to outstanding Parent Performance Share Awards, of which one share is issued assuming maximum payout multipliers, and outstanding. All of (ii) 12,674,050 Parent Common Shares remained available for issuance pursuant to Parent’s Share Award Incentive Plan (the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any “Parent Equity RightsPlan”). (c) Except as set forth in Schedule 4.2(c)this Section 5.2 or as issued in accordance with Section 6.2 or upon vesting of equity awards outstanding as of the Measurement Date or issued in accordance with Section 6.2, there are outstanding: (1) no outstanding Equity Rights (i) obligating BlackRock Parent Shares or any Controlled Affiliate Voting Debt or other voting or equity securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Shares, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock purchased, redeemed or related rightsacquired, (ii) giving any Person a right to subscribe for any capital stock of BlackRock additional Parent Shares or any Voting Debt or other voting securities of its Controlled Affiliates Parent, or (iii) obligating BlackRock Parent or any Controlled Affiliate Subsidiary of Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, subscription, call, right, commitment or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (d) 4,935,000 All outstanding Parent 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 pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and not subject to preemptive rights. All outstanding Parent Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law, (ii) the Organizational Documents of Parent and (iii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). The Parent Common Shares to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law, (B) the Organizational Documents of Parent and (C) all requirements set forth in applicable Contracts. All outstanding shares in the share capital of, or other equity interests, in the Subsidiaries of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock Parent are owned by PNC as 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 all such shares or equity ownership interests are set forth in Schedule 5.2 of the Parent Disclosure Letter. There are not any shareholder agreements, voting 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 or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Shares or any other Parent Shares. (e) As of the date hereofof this Agreement, neither Parent nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person, in each case other than with respect to its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the Parent Disclosure Letter. (f) As of the Closing, 100% of the equity interests of Merger Sub are indirectly owned by ▇▇▇▇▇▇.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Two Hundred Million (200,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.0001 per share, and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 (i) 12,269,144 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock are issued and outstanding (after giving effect to the Forward Split but before giving effect to the issuances to be made at Closing and 10,000,000 certain cancellations or outstanding Parent Stock), (ii) no shares of Preferred Stockpreferred stock are outstanding, and (iii) no shares of which zero shares Parent Stock or preferred stock are issued and outstandingheld by the Parent in its treasury. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The authorized capital stock of BlackRockParent as of the date of this Agreement consists of 50,000,000 shares of Parent Common Stock, and 5,000,000 shares of preferred stock of Parent, par value $0.001 per share. (b) As of the close of business on November 9, 2007: (1) 29,879,664 shares of Parent Common Stock were issued and outstanding; (2) no shares of Parent Common Stock were held in the treasury of Parent; and, (3) 3,732,991 shares of Parent Common Stock were duly reserved for future issuance pursuant to outstanding options to purchase Parent Common Stock (“Parent Stock Options”) granted pursuant to the Parent 1998 Stock Option Plan, the 2004 Equity Incentive Plan and the Parents Omnibus Stock Plan (“Parent Stock Plans”). Except as described above, as of the close of business on the day prior to the date hereof, is 250,000,000 there were no shares of BlackRock Class A Common Stockvoting or non-voting capital stock, equity interests or other securities of which 19,799,640 shares are issued and Parent authorized, issued, reserved for issuance or otherwise outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. . (c) All of the issued and outstanding shares of capital stock have been Parent Common Stock are, and all shares which may be issued pursuant to Parent Stock Plans and Parent Stock Options will be, when issued against payment therefor in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been subject to, or issued in violation of, any preemptive, subscription or any kind of any Equity Rightssimilar rights. Parent has no outstanding shares of Parent Common Stock that are subject to a right of repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as described in subsection (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (icontingent or otherwise) to which Parent is a party or bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person. (e) Parent has previously made available to the Company a complete and correct list of the holders of all Parent Stock Options outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting. The date of grant or issuance of each Parent Stock Option set forth on this list is the date such Equity Right. option would be considered granted or issued under the DGCL, the Code, and GAAP (that is, no such option has had its exercise or grant date delayed or “backdated”), and the exercise price of each such Parent Stock Option is equal to or greater than the closing price of Parent Common Stock on the NGM upon the date its grant or issuance was approved by the Parent Board of Directors. (f) All of the issued and outstanding shares of Parent Common Stock and all of the issued and outstanding Parent Stock Options were issued in compliance in all material respects with all applicable federal and state securities Laws and the applicable Parent Stock Plan. (g) There are no outstanding contractual obligations of Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation(or options or warrants to acquire any such shares) or other security or equity interests of Parent, other than rights of repurchase of Parent Common Stock pursuant to agreements entered into in connection with Parent Stock Plans and between Parent and the holder of such shares of Parent Common Stock. Except as described in this Section 4.2, there are no stock-appreciation rights, security-based performance units, phantom stockstock or other security rights or other agreements, profit participation arrangements or similar rights commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course cash payments or commissions to sales representatives of Parent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Transactions) of Parent or to cause Parent or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent or any of its Subsidiaries. (h) There are no voting trusts, proxies or other agreements, commitments or understandings to which Parent or any of its Subsidiaries or, to the knowledge of Parent, any of the stockholders of Parent, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of BlackRock Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 two hundred million (200,000,000) shares of BlackRock Class A Common Stock, and one hundred million (100,000,000) shares of preferred stock, par value $0.0001 per share, of which 19,799,640 shares 19,327,940 and 1,911.107 are issued and outstanding, 100,000,000 respectively. Parent also has warrants outstanding for the purchase of 728,765 shares of BlackRock Class B its Common Stock, and options outstanding for the purchase of which 44,298,000 shares are issued and outstanding and 10,000,000 225,674 shares of Preferred its Common Stock. In addition, Parent has $1,983,948 in outstanding convertible debt that may be converted into no more than 4,959,870 shares of which zero shares are issued and outstandingCommon Stock (based on the floor price of $0.40 per share). All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedNRS, are fully paid and non-assessable and have not been issued in violation of the Parent Charter, the Parent Bylaws or any Equity Rights. (c) Contract to which the Parent is a party or otherwise bound. Except as set forth in the Parent Disclosure Schedule 4.2(c)as of the date of this Agreement, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Acquisition Shares Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c)the Parent Disclosure Schedule, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any security holder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such security holder under the Securities Act.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of BlackRockParent consists of 20,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, (i) 7,051,393 shares of Parent Common Stock are issued and outstanding, (ii) 22,656 shares of Parent Common Stock are held by Parent in its treasury, (iii) 598,500 shares of Parent Common Stock are subject to outstanding stock options, (iv) 5,000 shares are reserved for additional stock options that the Parent is authorized to issue under its 2003 Stock Incentive Plan and (v) no shares of preferred stock are issued or outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. (b) All outstanding shares of 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 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 By-laws or any Contract to which Parent is a party or otherwise bound. (c) There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). (d) Except as set forth in this Section 4.03 and for the transactions (the "USV Transaction") contemplated by the Agreement and Plan of Merger (the "USV Merger Agreement") by and among Parent, U.S. Vision, Inc., a Delaware corporation ("USV"), USV Merger Sub, Inc., a Delaware corporation, and the stockholders of USV substantially in the form attached hereto as Exhibit C, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stockthere are not any options, of which 19,799,640 shares are issued and outstandingwarrants, 100,000,000 shares of BlackRock Class B Common Stockrights, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stockconvertible or exchangeable securities, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital "phantom" stock have been duly authorized and validly issuedrights, are fully paid and nonstock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (b) The authorized capital stock kind to which Parent or any Parent Subsidiary is a party or by which any of BlackRock Merger Sub them is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights bound (i) obligating BlackRock Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other Equity Interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother Equity Interests in, Parent or any Parent Subsidiary or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or similar rights with respect to the capital stock or equity of BlackRock or (iii) that give any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person person the right to vote, receive any economic benefit or that is convertible into right similar to or exercisable for capital stock or equity derived from the economic benefits and rights occurring to holders of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent Common Stock. (de) 4,935,000 There are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of BlackRock Class A Common Stock capital stock of the Parent, except in connection with the put option under the Agreement and 40,000,000 shares Plan of BlackRock Class B Common Stock are owned by PNC Merger, dated August 19, 2002, among Palisade, Palisade Merger Corp. and Parent, as amended. (f) As of the date hereofhereof Parent's only business operations relate to managing its cash, government securities, accounts receivable, notes receivable, contract rights receivable and agreements related to its licensing business and leasehold. In addition, it is positioning itself to manage its investment in the Company contemplated hereby and its investment in USV, and the businesses of such companies.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 500,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, as $0.001 par value (“Parent Preferred Stock”). As of the date hereofof this Agreement, is 250,000,000 (A) 25,500,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 and (B) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Company Preferred Stock, of which zero shares Stock are issued and outstanding. All Since the date of this Agreement, the Parent has not issued and outstanding any shares of Parent Common Stock or Parent Preferred Stock. Except as set forth above, no shares of capital stock have been or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized capital stock on any matters on which holders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). There are no options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights kind to which Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There are no outstanding contractual obligations of Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. At the Initial Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A the Parent’s Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. (a) The As of the Closing Date the authorized capital stock of BlackRock, as BBLU shall consist of the date hereof, is 250,000,000 100,000,000 shares of BlackRock Class A Common Stock, par value $.001 per share, and 25,000,000 shares of which 19,799,640 preferred stock, par value $.001 per share. As of August 20, 2013 (i) 47,734,965 shares are of BBLU’s Common Stock were issued and outstanding, 100,000,000 (ii) 1,236,402 shares of BlackRock Class B preferred stock were outstanding and convertible into 12,314,020 shares of Common Stock, Stock (ii) no shares of which 44,298,000 BBLU’s Common Stock or preferred stock are held by BBLU in its treasury; and (iii) warrants to purchase an aggregate of 26,607,806 shares of Common Stock are issued and outstanding and 10,000,000 shares additional warrants are reserved for issuance upon the payment of dividends on the Preferred Stock. Except as set forth above, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of BBLU were issued, reserved for issuance or outstanding on the Closing Date. All outstanding shares of the capital stock of BBLU are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, BBLU’s Articles of Merger Sub Common Stock have been duly authorized and validly issuedIncorporation, BBLU’s By-laws or any Contract to which BBLU or Buyer is a party or otherwise bound. There are fully paid and non-assessable and have not been issued in violation no other commitments, Contracts, arrangements or undertakings of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights kind to which BBLU or Buyer is a party or by which any of them is bound (i) obligating BlackRock BBLU or any Controlled Affiliate Buyer to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Buyer, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating BBLU or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Buyer to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of BBLU. There As of the date of this Agreement, there are no not any outstanding contractual obligations of BBLU to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of BBLU. BBLU is not a party to any agreement granting any security holder of BBLU the right to cause the Buyer to register shares of the capital stock or equity other securities of BlackRock or any of its Controlled AffiliatesBBLU held by such security holder under the Securities Act, other than the pending registration statement. Except The BBLU Shares to be issued pursuant to this Agreement as set forth in Schedule 4.2(c)well as under the BBLU 2009 Equity Incentive Plan will, one of BlackRock when issued, be duly authorized, validly issued, fully paid and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matternon-assessable. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The As of the close of business on the Capitalization Date, the authorized capital stock of BlackRockParent consisted of (i) 50,000,000 shares of Parent Common Stock, of which 15,194,952 shares were outstanding and 4,940,155 shares were held in the treasury of Parent and (ii) 5,000,000 shares of preferred stock of Parent, par value $0.04 per share (“Parent Preferred Stock”), of which no shares were outstanding or held in the treasury of Parent. There are no other classes of capital stock of Parent authorized or outstanding. All issued and outstanding shares of the capital stock of Parent are, and when shares of Parent Common Stock are issued in connection with the Merger or pursuant to Section 1.8 and Section 1.9, such shares will be, duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock is entitled to preemptive rights. (b) From the close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of shares of the capital stock or equity securities of Parent or any other securities of Parent other than issuances of shares of Parent Common Stock pursuant to the exercise of Parent Stock Options outstanding as of the Capitalization Date under the Company Stock Plans. There were outstanding as of the Capitalization Date, no options, warrants, calls, commitments, agreements, arrangements, undertakings or any other rights to acquire capital stock from Parent other than Parent Stock Options as set forth in Section 4.2(b) of the Parent Disclosure Letter. Section 4.2(b) of the Parent Disclosure Letter sets forth a complete and correct list, as of the Capitalization Date, of the number of shares of Parent Common Stock subject to Parent Stock Options, restricted shares of Parent Common Stock (“Parent Restricted Stock”) or any other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans or otherwise, the dates of grant, the extent to which such options are vested and, where applicable, the exercise prices thereof. Except as set forth in Section 4.2(b) of the Parent Disclosure Letter, since the Capitalization Date through the date of this Agreement, Parent has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other equity-based awards under the Parent Stock Plans or otherwise. Immediately prior to the Closing, Parent will have provided to the Company a complete and correct list, as of the Closing, of the number of shares of Parent Common Stock subject to Parent Stock Options, Parent Restricted Stock or any other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans or otherwise, the dates of grant, the extent to which such options are vested and, where applicable, the exercise prices thereof. No options, warrants, restricted stock units, calls, commitments, agreements, arrangements, undertakings or other rights to acquire capital stock from Parent, or other equity-based awards, have been issued or granted on or after the Capitalization Date through the date of this Agreement. (c) No bonds, debentures, notes or other Indebtedness of Parent having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of Parent may vote are issued or outstanding. (d) Except as otherwise set forth in this Section 4.2 or in Section 4.2(d) of the Parent Disclosure Letter, as of the date hereofof this Agreement, is 250,000,000 (i) there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of BlackRock Class A capital stock of Parent or any of its Subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (A) required by the terms of the Parent Benefit Plans, (B) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with the exercise of Parent Stock Options or the vesting of Parent Restricted Stock, or (C) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement between Parent or any of its Subsidiaries and any director or employee of Parent or any of its Subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, shares of “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the stock price performance of Parent or any of its Subsidiaries (other than under the Parent Stock Plans) or to cause Parent or any of its Subsidiaries to file a registration statement under the Securities Act. (e) Except as set forth in this Section 4.2 or in Section 4.2(e) of the Parent Disclosure Letter, as of the date of this Agreement, there are no outstanding obligations of Parent or any of its Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to any shares of Parent Common Stock, Parent Preferred Stock or other Equity Interests in Parent or any of which 19,799,640 shares are issued and outstandingits Subsidiaries. (f) Section 4.2(f) of the Parent Disclosure Letter sets forth, 100,000,000 as of the date of this Agreement, for each of Parent’s Subsidiaries, (i) its authorized capital stock or other Equity Interests, (ii) the number of its outstanding shares of BlackRock Class B Common Stock, capital stock or other Equity Interests and type(s) of which 44,298,000 shares are issued and such outstanding and 10,000,000 shares of Preferred Stockcapital stock or other Equity Interests and (iii) the record owner(s) thereof. Parent owns directly or indirectly, beneficially and of which zero shares are issued and outstanding. All record, all of the issued and outstanding shares of capital stock or other Equity Interests of each of Parent’s Subsidiaries, free and clear of any Liens other than Permitted Liens, and all of such shares of capital stock or other Equity Interests have been duly authorized and validly issued, issued and are fully paid and paid, non-assessable and have not been issued free of preemptive rights. Except for the ownership of Equity Interests in violation (A) Parent’s Subsidiaries and Related Entities and (B) investments in marketable securities and cash equivalents, none of Parent or any of its Subsidiaries owns directly or indirectly any Equity RightsInterest in any Person, or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any of its Subsidiaries or any other Person that is or would reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. No Subsidiary of Parent owns any Parent Common Stock or other Equity Interest in Parent. (bg) The authorized capital stock of BlackRock Merger Sub is 100 consists of 3,000 shares of Merger Sub Common Stockcommon stock, no par value per share, of which one share is issued and 100 shares are outstanding. All of the issued and outstanding shares capital stock of Merger Sub Common Stock have been duly authorized is, and validly issuedat the Effective Time will be, are fully paid owned by Parent, and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any no other shares of capital stock or related rightsvoting securities of Merger Sub, (ii) giving any Person a right to subscribe no securities of Merger Sub convertible into or exchangeable for any shares of capital stock or voting securities of BlackRock or any of its Controlled Affiliates or Merger Sub and (iii) obligating BlackRock no options or any Controlled Affiliate other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom capital stock, profit participation voting securities or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is securities convertible into or exercisable exchangeable for capital stock or equity voting securities of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterMerger Sub. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 One Hundred Million (100,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 Seven Million One Hundred Eighty Seven Thousand Four Hundred Ninety Eight (7,187,498) shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock are issued and outstanding (before giving effect to the issuances to be made at Closing) and 10,000,000 Five Million (5,000,000) shares of Preferred Stock, preferred stock of which zero shares none are issued and outstandingissued. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 47,286,467 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding as of the date hereof, is 250,000,000 . The shares of BlackRock Class A Parent Common StockStock comprising the Stock Consideration and the Earn-Out Shares have been duly authorized by all necessary corporate action and, of which 19,799,640 shares are when issued and outstandingdelivered against payment therefor in accordance with the terms of this Agreement, 100,000,000 the shares of BlackRock Class B Parent Common StockStock comprising the Stock Consideration and the Earn-Out Shares will be validly issued, of which 44,298,000 shares are issued fully paid and outstanding non-assessable. Other than as set forth in this Agreement and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as set forth on Schedule 4.2 of the issued and SFX Disclosure Schedule, there are no other outstanding shares of capital stock have been or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation are free of any Equity Rights. (b) The authorized capital stock Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of BlackRock Merger Sub first refusal created by statute, the charter, bylaws or equivalent organizational documents of an, or any, agreement to which Parent is 100 shares of Merger Sub Common Stocka party or by which it is bound. There are no other options, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedwarrants, are fully paid and non-assessable and have not been issued in violation calls, rights, commitments or Contracts of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) character to which Parent is a party or by which it is bound obligating BlackRock or any Controlled Affiliate Parent to issue, transfer, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or Contract. There are no outstanding Contracts relating to voting, purchase or authorized stock appreciation, phantom stock, profit participation sale of Parent Common Stock (i) between or similar rights with respect to the capital stock or equity of BlackRock or among Parent and any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)stockholders and (ii) to SFX’s Knowledge, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, between or that is convertible into or exercisable for capital stock or equity of BlackRock or among any of its Controlled Affiliates or (y) Equity Rights that entitle or convey Parent’s stockholders. Securities issued by Parent to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterOther Parties under Other Contribution Agreements will be Parent Common Stock. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of Three Hundred Million (300,000,000) shares of Parent Common Stock, par value $0.001 per share. As of the date hereof, (i) 69,376,000 shares of Parent Common Stock are issued and outstanding (without taking into account (a) the number of shares of Parent Common Stock to be issued by the Parent upon conversion of any and all Bridge Notes, and in connection with the Financing, and (b) the number of shares of Parent Common Stock to be cancelled pursuant to the Cancellation Agreement) and (ii) no shares of Parent Common Stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof 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 Florida Business Corporation Act, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any capital stock of its Controlled AffiliatesParent. Except as set forth in Schedule 4.2(c)the Parent Disclosure Letter, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any securityholder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A the Parent’s Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. As of the date of this Agreement: (ai) The authorized capital stock of BlackRockParent consists of 300,000,000 shares of Parent Common Stock and 100,000,000 shares of preferred stock, as par value $0.01 per share (the “Parent Preferred Stock”). As of the close of business on May 26, 2009, (A) 106,788,188 shares of Parent Common Stock were issued and outstanding, (B) no shares of Parent Common Stock were held by Parent in its treasury, (C) no shares of Parent Common Stock were held by Parent’s Subsidiaries, (D) 10,364,591 shares of Parent Common Stock were reserved for issuance upon the exercise or payment of stock options outstanding on such date, and 305,226 shares of Parent Common Stock were reserved for issuance upon the exercise or payment of stock units or other equity-based incentive awards granted pursuant to any plans, agreements or arrangements of Parent and outstanding on such date (collectively, the “Parent Stock Awards”). As of the date hereof, is 250,000,000 no shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Preferred Stock are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingor reserved for issuance. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and validly issued and are fully paid and, except as set forth in the Delaware General Corporation Law, non-assessable and not subject to preemptive rights. The shares of Parent Common Stock to be issued pursuant to or as specifically contemplated by this Agreement will have been duly authorized as of the Closing Date and, if and when issued in accordance with the terms hereof, will be validly issued, are fully paid and non-assessable and have will not been issued in violation of any Equity Rightsbe subject to preemptive rights. (cii) Except as set forth for Parent Stock Awards, no outstanding warrants to purchase shares of Parent Common Stock or Parent Preferred Stock are issued or outstanding. (iii) No Voting Debt of Parent is issued or outstanding. (iv) Except for (A) this Agreement, (B) outstanding Parent Stock Awards described in Schedule 4.2(c)paragraph (i) above, and (C) options granted pursuant to Parent’s Employee Stock Purchase Plan, there are no outstanding Equity Rights (i) obligating BlackRock options, warrants, calls, rights, commitments or agreements of any character to which Parent or any Controlled Affiliate Subsidiary of Parent is a party or by which it or any such Subsidiary is bound obligating Parent or any Subsidiary of Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for Voting Debt or stock appreciation rights of Parent or of any capital stock Subsidiary of BlackRock Parent or obligating Parent or any Subsidiary of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, commitment or agreement. There Except in accordance with the terms of this Agreement and the terms of Parent Stock Awards, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity contractual obligations of BlackRock Parent or any of its Controlled Affiliates. Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries or (y) 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. (v) Except as set forth in Schedule 4.2(c)Section 3.2(j)(v) of the Parent Disclosure Schedule, one since April 1, 2009, Parent has not (A) issued or permitted to be issued any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to votecapital stock, stock appreciation rights or that is securities exercisable or exchangeable for or convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates Subsidiaries, other than pursuant to and as required by the terms of Parent Stock Awards granted prior to the date hereof and other than issuances made in the ordinary course of business; (B) repurchased, redeemed or (y) Equity Rights that entitle otherwise acquired, directly or convey to indirectly through one or more Parent Subsidiaries, any Person the right to vote with the shareholders shares of BlackRock capital stock of Parent or any of its Controlled Affiliates Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of Parent dividends or other distributions on any matter. (d) 4,935,000 the outstanding shares of BlackRock Class A Common Stock and 40,000,000 shares capital stock of BlackRock Class B Common Stock are owned by PNC as of the date hereofParent.

Capital Structure. (a) The authorized capital stock equity interests of BlackRockAcquisitionCo consist of membership interests in AcquisitionCo (the “AcquisitionCo Equity”), which, as of the date hereofof the joinder of AcqusitionCo to this Agreement, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued owned 100% by AcquisitionHoldCo and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingits Affiliates. All of the issued and outstanding shares of capital stock have been duly authorized and AcquisitionCo Equity is validly issued, are fully paid paid-up and non-assessable and have not has been issued in violation of any Equity Rightsfull compliance with the AcquisitionCo Organizational Documents. (b) The authorized capital stock equity interests of BlackRock Merger Sub is 100 shares AcquisitionHoldCo consist of Merger Sub Common Stockgeneral partnership and limited partnership interests (the “AcquisitionHoldCo Equity”), which, as of which one share is issued the date of the joinder of AcqusitionHoldCo to this Agreement, are owned 100% by Issuer and outstandingits Affiliates. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and AcquisitionHoldCo Equity is validly issued, are fully paid paid-up and non-assessable and have not has been issued in violation of any Equity Rightsfull compliance with the AcquisitionHoldCo Organizational Documents. (c) Except as set forth in Schedule 4.2(c)As of the date hereof, there are no outstanding Equity Rights (i) obligating BlackRock options, warrants, convertible notes or other securities exercisable, convertible or exchangeable for AcquisitinoCo Equity, AcquisitionHoldCo Equity, or any Controlled Affiliate rights thereto. Except as described in Section 4.2(a) or (b) above, there are no shares of voting or non-voting capital stock, equity interests or other securities of AcquisitionCo or AcquisitionHoldCo authorized, issued, reserved for issuance or otherwise outstanding. (d) There are no bonds, debentures, notes or other indebtedness of AcquisitionCo or AcquisitionHoldCo having the right to vote (or convertible into securities having the right to vote) on any matters on which shareholders of AcquisitionCo or AcqusitionHoldCo may vote. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which AcquisitionCo or AcquisitionHoldCo is a party or bound obligating AcquisitionCo or AcquisitionHoldCo to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother voting securities of AcquisitionCo or AcquisitionHoldCo. (e) There are no outstanding contractual obligations of AcquisitionCo or AcquisitionHoldCo to repurchase, (ii) giving redeem or otherwise acquire any Person a right to subscribe for any shares of capital stock of BlackRock (or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate options to issue, grant, adopt or enter into acquire any such Equity Rightshares) or other security or equity interest of AcquisitionCo or AcquisitionHoldCo. There are no outstanding or authorized stock appreciationstock-appreciation rights, security-based performance units, phantom stockstock or other security rights pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, profit participation earnings or similar rights financial performance or other attribute of AcquisitionCo or AcquisitionHoldCo. (f) There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which AcquisitionCo or AcquisitionHoldCo or any of the shareholders of AcquisitionCo or AcquisitionHoldCo is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock other security or equity interest of BlackRock AcquisitionCo or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterAcquisitionHoldCo. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)Section 2.2 of the Parent Disclosure Schedule, the authorized capital stock of Parent consists of 70,000,000 Parent Shares and 5,000,000 Parent Preferred Shares. At the close of business on the date immediately preceding this Agreement, (i) 34,383,703 Parent Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (ii) warrants to purchase 884,074 Parent Shares at an exercise price of $0.01 share per were outstanding, all of which were exercisable; (iii) no Parent Shares were held in the treasury of Parent or by Subsidiaries of Parent; (iv) 3,000,000 Parent Shares were reserved for issuance pursuant to outstanding options, warrants or other rights to purchase or otherwise acquire Parent Shares under Parent’s plans or other arrangements or pursuant to any plans or arrangements assumed by Parent in connection with any acquisition, business combination or similar transaction; and (iv) no Parent Preferred Shares were issued and outstanding. Between December 31, 2009 and the date of this Agreement, except as set forth herein, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the Parent Shares and Parent Preferred Shares issuable upon conversion of Company Common Stock and Company Preferred Stock at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, except the Escrow Shares will be subject to Section 1.9 and the terms of the Escrow Agreement. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no outstanding Equity Rights options, warrants, calls, rights, puts or Contracts (ias hereinafter defined) obligating BlackRock to which Parent or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, redeemsell, purchase redeem or sellotherwise acquire, or cause to be issued, delivered, redeemed, purchased or sold, redeemed or otherwise acquired, any additional shares of capital stock (or related rights, (iiother voting securities or equity equivalents) giving any Person a right to subscribe for any capital stock of BlackRock Parent or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, put or Contract. There are no As of the date of this Agreement, Parent does not have any outstanding bonds, debentures, notes or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. There are no Contracts to which Parent, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock or equity of BlackRock Parent or any of its Controlled Affiliates Subsidiaries. (b) There are no registration rights and, to the Knowledge of Parent, there are no voting trusts, proxies or (y) Equity Rights that entitle other agreements or convey understandings with respect to any Person the right equity security of any class of Parent or with respect to vote with the shareholders any equity security of BlackRock or any class of any of its Controlled Affiliates on any matterSubsidiaries. There is no stockholder rights plan that will be applicable or triggered by the entry into this Agreement or the consummation of the other transactions contemplated hereunder. (dc) 4,935,000 shares Each outstanding share of BlackRock Class A Common Stock capital stock (or other voting security or equity equivalent, as the case may be) of each Significant Subsidiary of Parent is duly authorized, validly issued, fully paid and 40,000,000 shares of BlackRock Class B Common Stock are nonassessable and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by PNC Parent or another Subsidiary of Parent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other Encumbrances of any nature whatsoever. Exhibit 21.1 to Parent’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission (the “ SEC ”), constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date hereofthereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 an unlimited number of shares of BlackRock Class A Common Parent Subordinate Voting Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 34,789,098 shares are issued and outstanding as of the Capitalization Date, and 10,000,000 an unlimited number of shares of Preferred Parent Super Voting Stock, of which zero shares are issued and outstandingoutstanding as of the close of business on the Capitalization Date. No shares of Parent Capital Stock are held in Parent’s treasury. All outstanding shares of the Parent Capital Stock, whether issued and outstanding shares at the Capitalization Date or as of capital stock have been the Effective Time, are or will be duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been were issued in violation of any Equity Rightscompliance with all applicable Canadian federal and provincial securities laws and corporate laws. (b) The authorized capital stock Section 3.2(b) of BlackRock Merger Sub is 100 the Parent Disclosure Schedule lists, as of the Capitalization Date, each record holder of Parent Capital Stock and the number and type of shares of Merger Sub Common Parent Capital Stock held by such holder, each outstanding Parent Warrant, the name of the holder of such Parent Warrant, the number of shares subject to such Parent Warrant, the exercise price of such Parent Warrant, the vesting schedule and termination date of such Parent Warrant and whether the exercisability of such Parent Warrant will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, indicating the extent of acceleration, if any. (c) The shares of Parent Super Voting Stock and Parent Subordinate Voting Stock, of which one share is as the case may be, issuable as Merger Consideration or as otherwise required to be issued on the Effective Date, upon issuance on the terms and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been conditions contemplated in this Agreement or otherwise, will be duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been issued in violation will be clear of any Equity Rights. all Encumbrances (c) Except as set forth in Schedule 4.2(cother than those imposed under applicable Canadian securities laws (including the policies of the CSE), there are no outstanding Equity Rights (i) obligating BlackRock and under applicable U.S. federal or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(cstate securities laws), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 There is no existing option, warrant, call, right or contract to which Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of BlackRock Class A Common Parent Capital Stock and 40,000,000 or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of BlackRock Class B Common capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are owned by PNC as entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the date hereofoutstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquiring Companies having a right to vote on any matters on which the stockholders of Parent have a right to vote; (iv) there is no Contract to which the Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Capital Stock. None of the Acquiring Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Capital Stock or other securities.

Capital Structure. As of the date hereof, the authorized capital ----------------- stock of Parent consists of (ai) 150,000,000 shares of Parent Common Stock, and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share, of which 1,500,000 shares are designated Series A Junior Participating Preferred Stock ("Parent Series A Preferred Stock"). At the close of business on April 15, 1998, (i) 91,024,996 shares of Parent Common Stock were issued and outstanding, (ii) 20,018,187 shares of Parent Common Stock were reserved for issuance pursuant to Parent's stock option plan (subject to adjustment in accordance with the terms of such stock option plan in the form filed as an exhibit to the Filed Parent SEC Documents (as hereinafter defined)), (iii) 4,000,000 shares of Parent Common Stock were reserved for issuance pursuant to Parent's employee stock purchase plan, and (iv) 1,500,000 shares of Parent Series A Preferred Stock were authorized for issuance solely pursuant to the exercise of the preferred stock purchase rights issued pursuant to the Rights Agreement, dated December 18, 1997, between Parent and The First National Bank of Boston, as rights agent. Except as set forth in the immediately preceding sentence, at the close of business on April 15, 1998, no shares of capital stock or other equity securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares of Parent Common Stock 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. The authorized capital stock of BlackRock, as Merger Sub consists of the date hereof, is 250,000,000 1,000 shares of BlackRock Class A Common Stockcommon stock, $0.01 par value per share, all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingare owned by Parent. All As of the issued and outstanding shares date hereof, no bonds, debentures, notes or other indebtedness of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. Parent having the right to vote (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sellconvertible into, or cause to be issuedexchangeable for, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person securities having the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any mattermatters on which the stockholders of Parent may vote are issued or outstanding. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent as of the date of this Agreement consists of 300,000,000 shares of Parent Common Stock and 15,000,000 shares of preferred stock, without par value. At the close of business on April 16, 1999, (i) 135,408,036 shares of Parent Common Stock and no shares of preferred stock were issued and outstanding, (ii) 11,595,000 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 15,000,000 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. The number of shares of Parent Common Stock issuable under this Agreement has been or will be reserved for issuance. Except as set forth above, at the close of business on April 16, 1999, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of 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. As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights (i) securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock other voting securities or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual oblgations of Parent to repurchase, redeem or otherwise acquire any shares of its capital stock. As of the date of this Agreement, the authorized capital stock appreciation, phantom of Sub consists of 1,000 shares of common stock, profit participation or similar rights with respect to the capital stock or equity par value $.01 per share, of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)which 100 shares have been validly issued, one of BlackRock are fully paid and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock nonassessable and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Parent free and clear of the date hereofany Liens.

Capital Structure. (a) The authorized capital stock of BlackRockTHK consists of (a) 100,000,000 shares of THK Common Stock and (b) 5,000,000 shares of “blank check” Preferred Stock, as 500,000 shares of which have been designated “Series One Preferred Stock”. (“THK Preferred Stock”). As of the date hereof, is 250,000,000 of this Agreement: (1) 33,324,428 shares of BlackRock Class A THK Common Stock, of which 19,799,640 shares are Stock were issued and outstanding, 100,000,000 (2) no shares of BlackRock Class B Common StockTHK Preferred Stock were issued or outstanding, of which 44,298,000 shares are issued and outstanding and 10,000,000 (3) 2,500,000 shares of Preferred StockTHK Common Stock were held in the treasury of THK, and (4) 12,013,089 shares of THK Common Stock were duly reserved for future issuance pursuant to warrants or options issued or granted by THK. All outstanding shares of THK Common Stock are, and all shares of THK Common Stock to be issued in connection with the consummation of the transactions contemplated by this Agreement will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. There are no bonds, debentures, notes or other indebtedness of THK having the right to vote (or convertible into securities having the right to vote) on any matters on which zero stockholders of THK may vote. Except as described on Schedule 5.2(a) hereof, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which THK is a party or bound obligating THK to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares are issued and outstandingof capital stock or other voting securities of THK or obligating THK to issue, grant, extend or enter into any agreement to issue, grant or extend any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth on Schedule 5.2(b), neither THK nor RESO Merger Sub is subject to any obligation or requirement to provide funds for, or to make any investment (in the form of a loan or capital contribution) to, or in, any Person. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been THK Common Stock were issued in violation of any Equity Rightscompliance in all material respects with all applicable federal and state securities laws. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 70,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock$0.001 par value, of which 44,298,000 36,000,000 shares of Parent Common Stock are issued and outstanding and 10,000,000 2,000,000 shares of Preferred StockParent Common Stock are issuable upon the exercise of outstanding warrants. These are five year warrants, which include piggyback registration rights on the underlying stock, with an exercise price of to be mutually determined by the Board of Directors and Warrant Holder(s), the warrants are not exercisable for at least twelve months from the date of issue. There are no convertible notes, options and otherwise instruments outstanding. Immediately after the Effective Time of the Merger, 28,000,000 shares of Parent Common Stock held by K▇▇▇▇▇ ▇▇▇▇▇ shall be automatically cancelled, further to a separate Share Cancellation Agreement. Also authorized are 5,000,000 shares of preferred stock, $0.001 par value, none of which zero shares are is issued and outstanding, prior to the Merger. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which shareholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders subsidiaries. The authorized capital stock of BlackRock or any Sub consists of its Controlled Affiliates on any matter. (d) 4,935,000 75,000,000 shares of BlackRock Class A Common Stock and 40,000,000 common stock, $0.001 par value per share, 1,000 shares of BlackRock Class B Common Stock which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by PNC as Parent, free and clear of the date hereofany lien.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 200,000,000 shares of Parent Common Stock. Except as set forth in Section 2.2(a) of the Parent Disclosure Schedule, as of the date hereofof this Agreement, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and Parent has no outstanding shares of capital stock have been duly authorized and validly issuedor options, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. warrants, calls, rights, puts or Contracts (bas hereinafter defined) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of to which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, redeemsell, purchase redeem or sellotherwise acquire, or cause to be issued, delivered, redeemed, purchased or sold, redeemed or otherwise acquired, any additional shares of capital stock (or related rights, (iiother voting securities or equity equivalents) giving any Person a right to subscribe for any capital stock of BlackRock Parent or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, put or Contract. There All of the outstanding Parent Shares are no validly issued, fully paid, non-assessable and free of preemptive rights. All Parent Shares issuable upon conversion of Company Shares at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. As of the date of this Agreement, Parent does not have any outstanding bonds, debentures, notes or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. There are no Contracts to which Parent, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock or equity of BlackRock Parent or any of its Controlled Affiliates Subsidiaries. (b) There are no registration rights and there are no voting trusts, proxies or (y) Equity Rights that entitle other agreements or convey understandings with respect to any Person the right equity security of Parent or with respect to vote with the shareholders any equity security of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. There is no stockholder rights plan that will be applicable or triggered by the entry into this Agreement or the consummation of the other transactions contemplated hereunder. (dc) 4,935,000 shares Each outstanding share of BlackRock Class A Common Stock capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of Parent is duly authorized, validly issued, fully paid and 40,000,000 shares of BlackRock Class B Common Stock are non-assessable and each such share (or other voting security or equity equivalent, as the case may be) is owned by PNC as Parent or another Subsidiary of the date hereofParent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other Encumbrances of any nature whatsoever.

Capital Structure. (a) The authorized capital stock of BlackRock, as As of the date hereof, is 250,000,000 the authorized capital stock of Decorate consists of 1,000,000 shares of BlackRock Class A Common Stockcommon stock, par value $.01 per share, and the authorized capital stock of which 19,799,640 JBE consists of 500 shares of common stock, par value $.01 per share. (b) As of the date hereof, 315,000 shares of common stock of Decorate are issued and outstanding, 100,000,000 and no shares of BlackRock Class B Common Stockcommon stock of Decorate are held in treasury, of which 44,298,000 shares are issued and outstanding and 10,000,000 500 shares of Preferred Stock, of which zero shares JBE are issued and outstanding. All of the issued , and outstanding no shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital common stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, JBE are fully paid and non-assessable and have not been issued held in violation of any Equity Rights.treasury.. (c) Except as set forth in Schedule 4.2(cthe Decorate Disclosure Letter (which is a letter delivered by Decorate and JBE to GuildMaster within ten (10) days after the date hereof, the receipt whereof to be acknowledged by GuildMaster, and which identifies, as to each matter disclosed therein, the Section of this Agreement to which the matter relates), as of the date hereof, Decorate and JBE have not issued any outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which shareholders may vote ("Voting Debt"). All outstanding shares of Decorate and JBE capital stock are validly issued, fully paid and non-assessable and are not subject to or issued in violation of any preemptive rights, and there are no outstanding Equity Rights (i) options, warrants, calls, rights, commitments or agreements of any character whatsoever to which Decorate or JBE is a party or by which it is bound obligating BlackRock Decorate or any Controlled Affiliate JBE to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right Voting Debt securities of Decorate or JBE obligating Decorate or JBE to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, commitment or agreement. There are no outstanding The shares of Decorate common stock to be issued pursuant to or authorized stock appreciationas specifically contemplated by this Agreement will be validly issued, phantom stock, profit participation or similar rights with respect fully paid and non-assessable and not subject to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterpreemptive rights. (d) 4,935,000 Neither Decorate nor JBE has purchased, redeemed, cancelled or otherwise acquired any of its capital stock or Voting Debt, except as disclosed in the Decorate Disclosure Letter, and there are no obligations, contingent or otherwise, of Decorate or JBE to repurchase, redeem or otherwise acquire any shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereoftheir capital stock or Voting Debt.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Two Hundred Million (200,000,000) shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued par value $0.0001 per share, and outstanding, 100,000,000 Ten Million (10,000,000) shares of BlackRock Class B Common Stockpreferred stock, par value $0.0001 per share, of which 44,298,000 (i) 5,000,000 shares are of Parent Common Stock were issued and outstanding and 10,000,000 as of April 19, 2020, (ii) no shares of Preferred StockParent Common Stock or preferred stock are held by the Parent in its treasury. Except as disclosed in the Parent Disclosure Schedule, of which zero shares are issued and outstanding. All of the issued and outstanding no other shares of capital stock have been or other voting securities of the Parent were issued or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedDelaware General Corporation Law, are fully paid and non-assessable and have not been issued in violation of the Parent Charter, the Parent Bylaws or any Equity Rights. (c) Contract to which the Parent is a party or otherwise bound. Except as set forth disclosed in Schedule 4.2(c)the Parent Disclosure Schedule, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Preferred Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions or as described in the SEC Documents, or as disclosed in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciationof the Parent. Other than as set forth in the SEC Documents, phantom stockor as disclosed in the Parent Disclosure Schedule, profit participation or similar rights with respect the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Preferred Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (ai) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 1,000,000,000 Parent Shares and 20,000,000 shares of BlackRock Class A Common preferred stock (such preferred stock, the “Parent Preferred Stock”). At the close of business on December 29, of which 19,799,640 shares are issued and outstanding2017, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are there were (A) 644,571,202 Parent Shares issued and outstanding and 10,000,000 (B) no shares of Parent Preferred Stock, of which zero shares are Stock issued and or outstanding. All Except as set forth in the immediately preceding sentence, at the close of the issued and outstanding business on December 29, 2017, no shares of capital stock or other voting securities of Parent were issued or outstanding. Since December 29, 2017 to the date of this Agreement, (x) there have been no issuances by Parent of shares of capital stock or other voting securities of Parent other than pursuant to the exercise or vesting of equity awards under any Parent equity award plans or pursuant to Parent’s dividend reinvestment and direct stock purchase plan, in each case, outstanding as of December 29, 2017 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 Shares. All outstanding Parent Shares are, and all such Parent Shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightssubject to preemptive rights. (bii) The authorized No Subsidiary of Parent (it being understood and agreed that, for purposes of this Section 3.02(c)(ii), Subsidiaries of Parent shall not include (x) any benefit plan maintained by Parent or any of its Subsidiaries or (y) any nuclear decommissioning trusts maintained by Parent or any of its Subsidiaries) owns any Parent Shares or other shares of capital stock of BlackRock Merger Sub is 100 shares Parent. There are no bonds, debentures, notes or other Indebtedness of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation Parent or of any Equity Rights. of its Subsidiaries that give the holders thereof the right to vote (cor that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Shares may vote (“Voting Parent Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth in Schedule 4.2(cSection 3.02(c)(i), as of December 29, 2017, there are no outstanding Equity Rights options, warrants, rights (iincluding preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (A) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other securities of, or equity interests in, or any security convertible or exchangeable for any capital stock or related rightsother security of, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or equity interest in, Parent or any of its Controlled Affiliates wholly-owned Subsidiaries or any Voting Parent Debt, (iiiB) obligating BlackRock Parent or any Controlled Affiliate of its wholly-owned Subsidiaries to issue, grant, adopt grant or enter into any such Equity Right. There are no outstanding option, warrant, right, security, unit, Contract or authorized stock appreciation, phantom stock, profit participation undertaking to declare or similar rights with respect to the capital stock pay any dividend or equity of BlackRock distribution or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (xC) outstanding indebtedness that could convey to give any Person the right to votesubscribe for or acquire any securities of Parent or any of its wholly-owned Subsidiaries, or that to receive any economic interest of a nature accruing to the holders of Parent Shares or otherwise based on the performance or value of shares of capital stock of Parent or any of its wholly-owned Subsidiaries. As of the date of this Agreement, there are no outstanding obligations of Parent or any of its wholly-owned Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interest, other than pursuant to any Parent equity award plans. There are no voting agreements, voting trusts, shareholders agreements, proxies or other agreements to which Parent or any of its Subsidiaries is convertible into bound with respect to the voting of the capital stock or exercisable for other equity interests of Parent, or restricting the transfer of, or providing registration rights with respect to, such capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterinterests. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent immediately prior to the Effective Time, consists of 150,000,000 shares of common stock, $0.0001, par value, and 1,000,000 shares of preferred stock, $0.0001 par value, of which there were issued and outstanding as of the date close of business on such date, 3,388,175 shares of common stock (subject to possible adjustments, of an immaterial nature, as a result of round lot adjustments to be made in connection with Parent’s recently completed reverse split of its shares of common stock) and no shares of preferred stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized by all necessary corporate action and, when issued in accordance with the terms hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are shall be validly issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares and nonassessable. There are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and no outstanding shares of capital stock have been or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation are free of any Equity Rights. liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. Except for (bi) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockthe rights created pursuant to this Agreement, of which one share is issued and outstanding. All (ii) warrants and convertible securities listed on Schedule 3.2 of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)Parent Disclosure Schedule, there are no outstanding Equity Rights (i) other options, warrants, calls, rights, commitments or agreements of any character to which Parent is a party or by which it is bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or agreement. There are no outstanding contracts, commitments or authorized stock appreciationagreements relating to voting, phantom stock, profit participation purchase or similar rights with respect to the sale of Parent’s capital stock (i) between or equity of BlackRock or among Parent and any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)stockholders and (ii) to the best of Parent’s knowledge, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, between or that is convertible into or exercisable for capital stock or equity of BlackRock or among any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent’s stockholders. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as As of the date hereof, is 250,000,000 the authorized capital stock of Parent consists of 500,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued Stock and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 5,000,000 shares of Preferred Stock, par value $.01 per share (the "Parent Preferred Stock"). At the close of business on May 28, 1998, (i) 182,425,765 shares of Parent Common Stock were issued and outstanding, all of which zero were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) no shares are of Parent Common Stock were held in treasury of Parent or by Subsidiaries of Parent, (iii) no shares of Parent Preferred Stock were issued or outstanding, (iv) 10,194,606 shares of Parent Common Stock were reserved for issuance pursuant to outstanding options or other rights to purchase or otherwise acquire shares of Parent Common Stock under Parent's benefit plans or arrangements or pursuant to any plans assumed by Parent in connection with any acquisition, business combination or similar transaction (collectively, the "Parent Stock Plans"), (v) 149,370 stock appreciation rights granted pursuant to the Parent Stock Plans and (vi) 11,772,949 shares of Parent Common Stock were reserved for issuance in connection with that certain Agreement and Plan of Merger dated as of February 16, 1998 among Parent, Cardinal Merger Co. and Coherent Communications Systems Corporation. As of the date of this Agreement, except as set forth above and except for the issuance of shares of Parent Common Stock pursuant to the Parent Stock Plans, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been Parent Common Stock issuable in exchange for Company Common Stock at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation free of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingpreemptive rights. All As of the issued date of this Agreement, except for (i) this Agreement and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (cii) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock options, warrants, calls, rights, puts or agreements to which Parent or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, 20 deliver, sell or redeem, purchase or sell, or cause to be issued, delivered, sold or redeemed, purchased or sold, any additional shares of capital stock (or related rights, (iiother voting securities or equity equivalents) giving any Person a right to subscribe for any capital stock of BlackRock Parent or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Right. There are no option, warrant, call, right, put or agreement. (b) As of the date of this Agreement, each outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the share of capital stock (or other voting security or equity equivalent) of BlackRock each material Subsidiary of Parent is duly authorized, validly issued, fully paid and nonassessable and, except for director or qualifying shares, each such share (or other voting security or equity equivalent) is owned by Parent or another Subsidiary of Parent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any of its Controlled Affiliatesnature whatsoever. Except as set forth in Schedule 4.2(c)above, one Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person securities having the right to vote vote) with the shareholders stockholders of BlackRock or any of its Controlled Affiliates Parent on any matter. Exhibit 21 to Parent's Annual Report on Form 10-K for the year ended January 2, 1998, as filed with the Securities and Exchange Commission (the "SEC") (the "Parent Annual Report"), is a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC. (dc) 4,935,000 shares Section 2.2 of BlackRock Class A Common Stock the letter dated the date hereof and 40,000,000 shares of BlackRock Class B Common Stock are owned delivered on the date hereof by PNC Parent to the Company, which letter relates to this Agreement and is designated the Parent Letter (the "Parent Letter"), sets forth a list as of the date hereof of all Subsidiaries and Joint Ventures (as defined below) of Parent and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 2.2 of the Parent Letter also sets forth as of the date hereof the nature and extent of the ownership and voting interests held by Parent in each such Joint Venture. As of the date hereof, Parent has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. As used in this Agreement, "Joint Venture" means, with respect to a party, any corporation, limited liability company, partnership, joint venture or other entity which is not a Subsidiary of such 21 party and in which (i) such party, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies), or (ii) such party or a Subsidiary of such party is a general partner.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 60,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued $0.001 par value, and outstanding, 100,000,000 15,000,000 shares of BlackRock Class B Common Stockpreferred stock at $0.001 par value, of which 44,298,000 7,942,750 shares of Parent Common Stock are issued and outstanding and 10,000,000 no shares of Preferred StockParent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, and options and otherwise. Except as set forth above, no shares of which zero shares capital stock or other equity securities of Parent are issued and issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which shareholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders subsidiaries. The authorized capital stock of BlackRock or any Merger Sub and Premier Document Services of its Controlled Affiliates on any matter. (d) 4,935,000 Nevada, Inc., each consists of 75,000,000 shares of BlackRock Class A Common Stock common stock, par value $0.001 per share, of which 900 of each have been validly issued to the Parent, are fully paid and 40,000,000 shares nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of BlackRock Class B Common Stock securities, and are owned by PNC as Parent, free and clear of the date hereofany lien.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 75,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued ; and outstanding, 100,000,000 (ii) 5,000,000 shares of BlackRock Class B Common Stockpreferred stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of $.001 par value per share (“Parent Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights”). (b) The authorized capital stock As of BlackRock Merger Sub is 100 the close of business on the date hereof: (i) 6,782,000 shares of Merger Sub Parent Common Stock, of which one share is Stock were issued and outstanding. All of the issued and outstanding ; (ii) no shares of Merger Sub Parent Preferred Stock issued or outstanding; (iii) no shares of Parent Common Stock have been were held in the treasury of Parent; (iv) 1,000,000 shares of Parent Common Stock were duly authorized reserved for future issuance pursuant to stock grants pursuant to Parent’s 2007 Employee, Director and validly Consultant Stock Plan; and (v) 7,045,454 shares of Parent Common Stock were duly reserved for future issuance pursuant to warrants issued by Parent. Except as described above or in the Parent SEC Reports (as defined below), as of such date, there were no shares of voting or non-voting capital stock, equity interests or other securities of Parent authorized, issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) reserved for issuance or otherwise outstanding. Except as set forth described above or in Schedule 4.2(c), there are no outstanding Equity Rights securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (icontingent or otherwise) to which the Parent is a party or bound obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock the Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightagreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no Neither the Parent nor its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) All outstanding shares of Parent Common Stock are, and all shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or authorized stock appreciationissued in violation of, phantom stockany kind of preemptive, profit participation subscription or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterrights. (d) 4,935,000 There are sufficient shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofavailable for Parent to perform its obligations hereunder.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of BlackRockthe Parent consists of 75,000,000 shares of Parent Common Stock, $0.001 par value, of which approximately 4,510,000 shares of Parent Common Stock will be issued and outstanding as of the date hereof, is 250,000,000 of this Agreement and no shares of BlackRock Class A Parent Common StockStock are issuable upon the exercise of outstanding warrants, of which 19,799,640 shares are issued convertible notes, and outstandingoptions and otherwise. Except as set forth above, 100,000,000 no shares of BlackRock Class B Common Stockcapital stock or other equity securities of the Parent are issued, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of the Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stocksecurities. There are no outstanding bonds, of which one share is issued and outstanding. All debentures, notes or other indebtedness or other securities of the issued and outstanding shares 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 Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) the Parent may vote. Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating the Parent or any its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity securities of BlackRock the Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock the Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to arrangements of the capital stock or equity of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock the Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any mattersubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as YzApp consists of the date hereof, is 250,000,000 50,000,000 shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share, of which 19,799,640 1,000,000 shares are issued and outstanding, 100,000,000 have been designated as “Series A Voting Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares of BlackRock Class B Common Stock, of which 44,298,000 shares are YzApp's common stock and preferred stock issued and outstanding and 10,000,000 is set forth in the YzApp Disclosure Letter. No shares of Preferred StockYzApp's common stock or preferred stock are held by YzApp in its treasury. Except as set forth in the YzApp Disclosure Letter, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of YzApp were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of YzApp are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the YzApp Charter, the YzApp Bylaws or any Contract to which YzApp is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Merger Sub Common Stock have been duly authorized and validly issuedYzApp having the right to vote (or convertible into, are fully paid and non-assessable and have not been issued in violation or exchangeable for, securities having the right to vote) on any matters on which holders of any Equity Rights. YzApp's common stock may vote (c) “Voting YzApp Debt”). Except as set forth in Schedule 4.2(c)the YzApp Disclosure Letter, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which YzApp is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate YzApp to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, YzApp or any of its Controlled Affiliates or Voting YzApp Debt, (iiib) obligating BlackRock or any Controlled Affiliate YzApp to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of YzApp. As of the date of this Agreement, there are not any outstanding contractual obligations of YzApp to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any capital stock of its Controlled AffiliatesYzApp. Except as set forth in Schedule 4.2(c)the YzApp Disclosure Letter, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey YzApp is not a party to any Person agreement granting any securityholder of YzApp the right to vote, or that is convertible into or exercisable for cause YzApp to register shares of the capital stock or equity other securities of BlackRock or any YzApp held by such securityholder under the Securities Act. The stockholder list provided to New Resources is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofYzApp's common stock.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Two Hundred Million (200,000,000) shares of BlackRock Class common stock, par value $0.0001 per share, and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which (i) 83,662,502 shares of common stock are issued and outstanding (before giving effect to the issuances to be made at Closing), (ii) Ten Million (10,000,000) shares of preferred stock are designated as Series A Common Convertible Preferred Stock, of which 19,799,640 shares 3,000,000 are issued and outstanding, 100,000,000 and (iii) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock or preferred stock are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingheld by the Parent in its treasury. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedDelaware General Corporation Law, are fully paid and non-assessable and have not been issued in violation of the Parent Charter, the Parent Bylaws or any Equity Rights. (c) Contract to which the Parent is a party or otherwise bound. Except as set forth in Schedule 4.2(c)the Parent SEC Documents, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent common stock may vote (“Voting Parent Debt”). Except in connection with the Transactions and except as set forth in the Parent SEC Documents, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the otherwise acquire any shares of capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c)the Parent SEC Documents , one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any security holder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such security holder under the Securities Act.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Seventy Five Million (75,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 (i) 38,647,250 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock are issued and outstanding (before giving effect to the issuances to be made at Closing) and 10,000,000 (iii) no shares of Preferred Stock, of which zero shares Parent Stock are issued and outstandingheld by the Parent in its treasury. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Business Corporation Act, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of BlackRockParent consists of 1,000,000,000 shares of Parent Common Stock. As of the close of business on July 30, 2001, there were: (i) 175,810,109 shares of Parent Common Stock issued and outstanding; (ii) 25,360,824 shares of Parent Common Stock held in the treasury of Parent; (iii) 6,166,970 shares of Parent Common Stock reserved for issuance upon exercise of options available for grant pursuant to Parent's stock option plans and Parent's employee stock purchase plans (collectively, the "PARENT STOCK PLANS"); (iv) 20,207,363shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options.. Except as set forth above, as of the date hereofclose of business on July 30, is 250,000,000 2001 there were no shares of BlackRock Class A Common Stockcapital stock or other equity securities of Parent issued, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued as described above will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to preemptive rights. The shares of Parent Common Stock to be issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock connection with the Merger Sub is 100 shares of Merger Sub Common Stockwill, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been when issued, be duly authorized and authorized, validly issued, are fully paid and non-assessable and nonassessable. As of the Effective Time of the Merger, the Board of Directors of the Parent shall have not been issued in violation reserved for issuance upon exercise of any Equity Rights. (c) options available for grant pursuant to the Company Stock Plans a number of shares of Parent Common Stock equal to the number of shares of Company Common Stock subject to Company Stock Options granted under the Company Stock Plans multiplied by the Exchange Ratio. There is no outstanding Voting Debt of Parent. Except as set forth above and as set forth in Schedule 4.2(c)the Rights Agreement, dated as of November 17, 2000, between Parent and the First National Bank of Boston, there are no outstanding Equity Rights (i) securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity or voting securities of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciationarrangements of Parent to repurchase, phantom stock, profit participation redeem or similar rights with otherwise acquire or make any payment in respect to the of any shares of capital stock or equity of BlackRock or any of its Controlled AffiliatesParent. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereof, the authorized capital stock of Sub consists of 1,000 shares of common stock, par value $.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 Sub will be owned by Parent free and clear of any Lien.

Capital Structure. (a) The SCHEDULE 3.2(a) sets forth the authorized capitalization of Parent and the number of shares of each class or series of Parent's capital stock of BlackRock, ("Parent Common Stock") that are issued and outstanding as of the date hereofof this Agreement, is 250,000,000 including the number of shares of BlackRock Class A Common Stock, of which 19,799,640 shares Parent's common stock that are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are so issued and outstanding and 10,000,000 the number of shares of Preferred StockParent Common Stock that (A) have been reserved for conversion of shares of any class of stock that is convertible into Parent Common Stock ("Parent Convertible Shares"), (B) have been reserved for issuance upon exercise of which zero warrants to purchase shares are issued of Parent Common Stock ("Reserved Parent Warrant Shares") and outstanding(C) shares that have been reserved for issuance upon exercise of options to purchase shares of Parent Common Stock ("Reserved Parent Option Shares"). All of the issued and outstanding shares of capital stock Parent Common Stock have been duly and validly authorized and validly issued, issued and are fully paid and non-assessable nonassessable. All the Parent Common Stock when issued upon the conversion of the Parent Convertible Shares, all the Reserved Parent Warrant Shares, when issued upon the exercise of the underlying warrants, and all the Reserved Parent Option Shares, when issued upon the due exercise of the underlying options, will be duly and validly authorized and issued and fully paid and nonassessable. All the shares of Parent Common Stock have not been duly and validly authorized and issued and are fully paid and nonassessable. None of the Parent Common Stock has been issued and none of the Parent Common Stock will be issued in violation of the preemptive rights of any Equity Rights. (b) stockholder of Parent. The issued and outstanding Parent Common Stock has been issued, and the Parent Convertible Shares, the Reserved Parent Warrant Shares and the Reserved Parent Option Shares will be issued, in compliance in all material respects with all applicable Federal and state securities laws and regulations. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly and validly authorized and issued, will be fully paid and nonassessable and will be issued in compliance with all applicable Federal and state securities laws and regulations. The authorized capital stock of BlackRock Merger Sub is 100 Acquiring Corp consists of 10,000,000 shares of Merger Sub Common Stockcommon stock, $0.001 par value per share, of which one share is 100,000 shares are issued and outstanding; no shares of preferred stock are authorized. All of the 100,000 issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, common stock are fully paid and non-assessable and have not been issued in violation of any Equity Rightsheld by Parent. (cb) Except as set forth in Schedule 4.2(cSCHEDULE 3.2(b), there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from Parent or granting to Parent any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of Parent, whether or not presently issued or outstanding, nor are there any outstanding Equity Rights (i) obligating BlackRock securities of Parent, or any Controlled Affiliate other entity which are convertible into or exchangeable for other securities of Parent, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to issue, deliver, redeem, any Person any interest in or the right to purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock otherwise acquire from Parent or any other Person any securities so convertible or exchangeable, nor, to the Best Knowledge of its Controlled Affiliates Parent, are there any proxies, agreements or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights understandings with respect to the capital stock or equity voting of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as or the direction of the date hereofbusiness operations or conduct of Parent, except as contemplated by this Agreement.

Capital Structure. (ai) The authorized capital stock of BlackRock, as Seller consists of 1,000,000 shares of Seller Common Stock. As of the date hereof, is 250,000,000 of this Agreement: 496,852 shares of BlackRock Class A Seller Common Stock, of which 19,799,640 shares are Stock were issued and outstanding, 100,000,000 and no shares of BlackRock Class B Seller Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingStock were reserved for future issuance. All of the issued and outstanding shares of capital stock have been duly authorized and Seller Common Stock are validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation subject to any preemptive rights and there are no agreements or understandings with respect to the voting or disposition of any Equity Rights. (b) such shares. The authorized capital stock of BlackRock Merger Sub is 100 the Seller Bank consists of 1,000,000 shares of Merger Sub Class A common stock, par value $0.01 per share (the “Seller Bank Common Stock”), and 5,000 shares of which one Class B common stock, par value $1.00 per share is issued (the “Seller Bank Class B Stock”). As of the date of this Agreement, 496,852 shares of the Seller Bank Common Stock were outstanding, no shares of the Seller Bank Class B Stock were outstanding and outstandingall outstanding shares of the Seller Bank Common Stock were, and as of the Effective Time will be, owned by Seller. All of the issued and outstanding shares of Merger Sub the Seller Bank Common Stock have been duly authorized and are validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation subject to any preemptive rights and there are no agreements or understandings with respect to the voting or disposition of any Equity Rightssuch shares. (cii) Except as set forth in Schedule 4.2(c)No bonds, there debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of Seller may vote are no issued or outstanding. (iii) As of the date of this Agreement and, except for this Agreement and the Seller Option Agreement, neither Seller nor the Seller Bank has or is bound by any outstanding Equity Rights (i) options, warrants, calls, rights, convertible securities, commitments or agreements of any character obligating BlackRock Seller or any Controlled Affiliate the Seller Bank to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any additional shares of capital stock of BlackRock Seller or any of its Controlled Affiliates the Seller Bank or (iii) obligating BlackRock Seller or any Controlled Affiliate the Seller Bank to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, convertible security, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereof, there are no outstanding contractual obligations of Seller or the Seller Bank to repurchase, redeem or otherwise acquire any shares of capital stock of Seller or the Seller Bank.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 500,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, as $0.001 par value (“Parent Preferred Stock”). As of the date hereofof this Agreement, is 250,000,000 (A) 25,500,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 and (B) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Company Preferred Stock, of which zero shares Stock are issued and outstanding. All Since the date of this Agreement, the Parent has not issued and outstanding any shares of Parent Common Stock or Parent Preferred Stock. Except as set forth above, no shares of capital stock have been or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized capital stock on any matters on which holders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). There are no options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights kind to which Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. There are no outstanding contractual obligations of Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. At the Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A the Parent’s Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. (a) The authorized capital stock of BlackRock, as NTC consists of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, (i) 100,000,000 shares of BlackRock Class B Common StockA Voting common stock, par value $.001 per share of which 44,298,000 7,865,383 shares are issued and outstanding and (the "NTC Common Stock"), (ii) 10,000,000 shares of Class B Non-voting common stock, par value $.001 per share of which no shares are outstanding, and (iii) 10,000,000 shares of preferred stock of which 450,000 shares of Series A Redeemable Preferred Stock (the "Preferred Stock, of which zero shares ") are issued and outstanding. All of the issued and outstanding shares of the capital stock have been of NTC are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable, and have not been were issued in violation compliance with all applicable securities laws and no class of any Equity Rightscapital stock is entitled to preemptive rights. Schedule 3.2 sets forth all holders of NTC Options and NTC Warrants, the number of NTC Options and NTC Warrants held by each such holder and the vesting schedule and the exercise price of each NTC Option and NTC Warrant. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of NTC having the right to vote on any matters on which stockholders may vote ("NTC Voting Debt") are issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsor outstanding. (c) Except as set forth in on Schedule 4.2(c)3.2, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, puts, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which NTC or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating NTC or any of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock NTC or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock NTC or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity obligations of BlackRock NTC or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)Subsidiaries to repurchase, one redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock NTC or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, Parent consists of 50,000,000 shares of Parent Common Stock of which there were 9,115,779 shares issued and outstanding as of the date hereof, is 250,000,000 Execution Date. There are no other outstanding shares of BlackRock Class A capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities, other than pursuant to the exercise of (i) options outstanding as of such date under the 1996 Employee, Director and Consultant Stock Option Plan (the "Parent Stock Option Plan") and ------------------------ (ii) warrants (the "Warrants") for 1,274,000 shares of Parent Common Stock. The -------- authorized capital stock of Merger Sub consists of 2,500,000 shares of Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stockpar value $.01 per share, of which 44,298,000 100 shares are issued and outstanding and 10,000,000 held by Parent. The shares of Preferred StockParent Common Stock to be issued in the Merger will, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been upon issuance, be duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsregistered with the SEC pursuant to the Securities Act. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation are free of any Equity Rights. liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by Delaware Law, the Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. As of the Execution Date, Parent has reserved (ci) Except as set forth in Schedule 4.2(c)4,339,708 shares of Parent Common Stock for issuance to directors, employees and consultants pursuant to the Parent Stock Option Plan, and (ii) 1,274,000 shares of Parent Common Stock for issuance pursuant to the Warrants. On the Execution Date, except for (i) the rights created pursuant to this Agreement, the Parent Stock Option Plan and the Warrants and (ii) Parent's right to repurchase any unvested shares under the Parent Stock Option Plan, there are no outstanding Equity Rights (i) other options, warrants, calls, rights, commitments or agreements of any character to which Parent is a party or by which it is bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, delivered, sold, repurchased or redeemed, purchased any shares of Parent Capital Stock or sold, any capital stock or related rights, (ii) giving any Person a right obligating Parent to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, commitment or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The As set forth on Section 3.2(a) of the Parent Disclosure Schedule, the authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) a certain number of shares of BlackRock Class A Parent Common Stock, of which 19,799,640 a certain number of shares are issued and outstanding, 100,000,000 as of the close of business on the day prior to the Effective Time; and (ii) a certain number of shares of BlackRock Class B Common Parent preferred stock, which shall also include the US Parent Trust Stock (“Parent Preferred Stock”), of which 44,298,000 shares are issued and outstanding and 10,000,000 shares a certain number of Preferred Stock, of which zero shares are issued and outstanding, as of the close of business on the day prior to the Effective Time, and a certain number of shares of common stock are held in Parent’s treasury, including the US Parent Trust Stock. All of the issued and outstanding shares of capital stock have been Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been were issued in violation of any Equity Rightscompliance with all applicable federal and state securities Laws. (b) The authorized capital stock As set forth on Section 3.2(b) of BlackRock Merger Sub is 100 the Parent Disclosure Schedule, as of the date of this Agreement, Parent has reserved an aggregate of a certain number of shares of Merger Sub Parent Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to the Parent Stock Option Plans, under which one share is issued and a certain number of options are outstanding. All As set forth on Section 3.2(b) of the issued and outstanding Parent Disclosure Schedule, a certain number of shares of Merger Sub Parent Common Stock, net of exercises, are reserved for issuance to holders of warrants to purchase Parent Common Stock have been upon their exercise. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized and authorized, validly issued, are fully paid and non-assessable assessable. Section 3.2(b) of the Parent Disclosure Schedule lists each outstanding option to purchase shares of Parent Common Stock (a “Parent Option”), and have not been issued the name of the holder thereof, the number of shares subject thereto, the exercise price thereof, the vesting schedule and post-termination exercise period thereof and whether the exercisability of such Parent Option will be accelerated in violation any way by the Contemplated Transactions, indicating the extent of acceleration, if any. In addition, Section 3.2(b) of the Parent Disclosure Schedule lists each outstanding warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), and the name of the holder thereof, the number of shares subject thereto, the exercise price thereof, the terms of exercise thereof, the exercise date thereof, and whether the exercisability of such warrant will be accelerated in any Equity Rightsway by the Contemplated Transactions, indicating the extent of acceleration, if any. (c) The shares of Parent Common Stock issuable pursuant to the Exchange Rights Agreement, upon issuance on the terms and conditions contemplated in the Exchange Rights Agreement, will be, as of the date of such issuance, duly authorized, validly issued, fully paid and non-assessable. (d) Except as set forth in Schedule 4.2(c)Section 3.2(d) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Common Stock are subject to any right of first refusal in favor of Parent or any other Person for which a waiver of such right of first refusal has not been obtained; (iii) there are no outstanding Equity Rights (i) obligating BlackRock bonds, debentures, notes or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person other Indebtedness of the Acquiring Companies having a right to subscribe for vote on any capital stock matters on which the stockholders of BlackRock Parent have a right to vote; and (iv) there is no Contract to which the Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of its Controlled Affiliates (or (iii) obligating BlackRock or from granting any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation option or similar rights right with respect to the capital stock or equity to), any shares of BlackRock or any of its Controlled AffiliatesParent Common Stock. Except as set forth in Schedule 4.2(c)Section 3.2(d) of the Parent Disclosure Schedule, one none of BlackRock and its Controlled Affiliates has the Acquiring Companies are under any (x) outstanding indebtedness that could convey to any Person the right to voteobligation, or that is convertible into are bound by any Contract pursuant to which they may become obligated, to repurchase, redeem or exercisable for capital stock or equity of BlackRock or otherwise acquire any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 outstanding shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofor other securities.

Capital Structure. (a) The authorized capital stock of BlackRockSmack consists, as immediately prior to the Closing, of the date hereof, is 250,000,000 (i) 70,000,000 shares of BlackRock Class A Common Stockcommon stock, $0.001 par value per share, 27,621,237 shares of which 19,799,640 shares are issued and outstanding, 100,000,000 and (ii) 5,000,000 shares of BlackRock Class B Common Stockpreferred stock, $0.001 par value per share, 1,000,000 shares of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of have been designated Series A Convertible Preferred Stock, none of which zero shares are issued and outstanding. All No other class or series of the issued and outstanding capital stock is authorized or outstanding. Except as set forth above, no shares of capital stock have been or other voting securities of Smack were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Smack are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Smack Charter, the Smack Bylaws or any Contract to which Smack is a party or otherwise bound. There are nol bonds, debentures, notes or other indebtedness of Smack having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized capital on any matters on which holders of common stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingSmack may vote (“Voting Smack Debt”). All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Smack is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate Smack to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, Smack or any of its Controlled Affiliates or Voting Smack Debt, (iiib) obligating BlackRock or any Controlled Affiliate Smack to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled AffiliatesSmack, other than the agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of Smack to repurchase, redeem or otherwise acquire any shares of capital stock of Smack.