Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of DSW consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 (i) 100,000,000,000 shares of DSW Class A Stock, 100,000,000 Parent Common Stock and (ii) 2,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”). As of the close of business on January 29April 16, 20112007, there were: (A)(1i) 16,804,965 3,535,358 shares of DSW Class A Parent Common Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding outstanding; (including issued shares of unvested restricted stock), (2ii) no shares of DSW Class A Parent Preferred Stock issued and no outstanding, (iii) 163 shares of DSW Class B Parent Common Stock were held in treasury, and the treasury of Parent; (3iv) 2,932,580 75,146 shares of DSW Class A Parent Common Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect available for grant pursuant to DSW Common Stock Parent's stock option plans (collectively, the “DSW "Parent Stock Awards”Plans"); (v) 1,888,704 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; (vi) warrants representing the right to purchase 4,826,517 shares of Parent Common Stock; (vii) 6,457,544 shares of Parent Common Stock reserved for issuance upon conversion of Parent Voting Debt; and (Bviii) 31,985 shares of Parent Common Stock reserved for capitalized interest on Parent Voting Debt. Except as set forth above, as of the close of business on April 16, 2007 there were no shares of DSW Preferred Stock were outstanding capital stock or other equity securities of Parent issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will as described above shall be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance connection with the terms hereofMerger (x) shall, will when issued, be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights, and (y) shall be issued in compliance in all material respects with all applicable federal and state securities laws and applicable rules and regulations promulgated thereunder. As of the Effective Time of the Merger, the Board of Directors of Parent shall have reserved for issuance a number of shares of Parent Common Stock as is required by the Company Warrants to be assumed by Parent pursuant to Section 2.03. Except as set forth in Section 3.02(b) of the Parent Disclosure Schedule, there is no outstanding Voting Debt of Parent. Except as set forth above and in the Rights Agreement, dated as of October 31, 2001, between Parent and the American Stock Transfer & Trust Company, 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien, and as of the Closing Date, all the issued and outstanding shares of the common stock of Merger Sub shall be owned by Parent free and clear of any Lien.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 250,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value $1.00 per share (the “DSW "Parent Preferred Stock”" and, together with the Parent Common Stock, the "Parent Capital Stock"). As of At the close of business on January 29July 31, 20112005, (A)(1i) 16,804,965 66,797,864 shares of DSW Class A Parent Common Stock (each together with a Parent Right) and 27,382,667 no shares of DSW Class B Parent Preferred Stock were issued and outstanding outstanding, (including issued ii) 23,729,728 shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 5,878,756 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment pursuant to outstanding options and other stock-based awards (other than shares of options restricted stock or other equity-equity based incentive awards with respect to DSW included in the number of shares of Parent Common Stock outstanding set forth above) and (collectivelyiv) shares of Parent Preferred Stock reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of April 21, 1998 (as amended from time to time, the “DSW Stock Awards”"Parent Rights Agreement"); , between Parent and (B) First Chicago Trust Company of New York, as Rights Agent. Except as set forth above, at the close of business on July 31, 2005, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding. During the period from July 31, 2005 to the date of this Agreement, (x) there have been no issuances by Parent of shares of capital stock or other voting securities of Parent other than issuances of shares of Parent Common Stock pursuant to the exercise of options and other stock-based awards outstanding on such date as required by their terms as in effect on the date of such issuance and (y) there have been no issuances by Parent of options, warrants or other rights to acquire shares of capital stock or other voting securities of Parent. All issued and outstanding shares of DSW Common StockParent Capital Stock are, and all such shares of DSW Common Stock that may be issued or granted pursuant prior to the exercise or vesting of DSW Stock Awards Effective Time will be, be when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Restated Certificate of Incorporation of Parent (the "Parent Charter") and the Amended and Restated By-laws of Parent (the "Parent By-laws") or any Contract to which Parent is a party or otherwise bound. The shares There are not any bonds, debentures, notes or other indebtedness of DSW Common 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 Capital Stock to be issued pursuant to this Agreement will have been duly authorized may vote ("Voting Parent Debt"). Except as set forth above, as of the Effective Time anddate of this Agreement, if and when issued in accordance with the terms hereofthere are not any options, will 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 Parent's subsidiaries (each, a "Parent Subsidiary") is a party or by which any of them is bound (i) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be duly authorized, validly issued, fully paid 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 any Parent Subsidiary or any Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, 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 non-assessable rights occurring to holders of Parent Capital Stock. As of the date of 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. Parent has made available to the Company a complete and not subject correct copy of the Parent Rights Agreement, as amended to preemptive rightsthe date of this Agreement.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW Parent consists of 170,000,000 200,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 25,000,000 shares of preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 29October 22, 2011, 1999 (A)(1i) 16,804,965 44,958,240 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding; (including issued ii) 4,603,500, 40,000 and 825,000 shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect pursuant to DSW Common Parent's 1998 Incentive Plan, Parent's Nonemployee Director's Compensation and Deferral Plan and Parent's Employee Stock Purchase Plan (collectively, the “DSW "Parent Stock Awards”Plans"); and (Biii) 3,667,653 shares of Parent Common Stock were subject to issuance pursuant to outstanding awards under the Parent Stock Plans; (iv) no shares of DSW Parent Common Stock were held by Parent in its treasury or by its wholly owned Subsidiaries; (v) no shares of Parent Preferred Stock were outstanding or reserved for issuanceissued and outstanding; and (vi) no Voting Debt was issued and outstanding. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, Parent capital stock are validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except as set forth on Schedule 3.2(b)(i) of the Parent Disclosure Schedule, all outstanding shares of DSW Common capital stock of the Subsidiaries of Parent are owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.2(b) or Schedule 3.2(b)(ii) of the Parent Disclosure Schedule and except for changes since October 22, 1999 resulting from the exercise of employee stock options granted pursuant to, or from issuances or purchases under, the Parent Stock Plans or as contemplated by this Agreement, there are outstanding: (i) no shares of capital stock, Voting Debt or other voting securities of Parent; (ii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of Parent or any Subsidiary of Parent; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued pursuant issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent or of any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as contemplated by this Agreement will have been duly authorized Agreement, there are not as of the date hereof and there will not be at the Effective Time andany stockholder agreements, if and when issued 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 that will limit in accordance any way the solicitation of proxies by or on behalf of Parent from, or the casting of votes by, the stockholders of Parent with respect to the terms Merger. There are no restrictions on Parent to vote the stock of any of its Subsidiaries. As of the date hereof, will be duly authorizedthe authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.01 per share, 1,000 shares of which are validly issued, fully paid and non-assessable nonassessable and are owned by Parent and the balance of which are not subject to preemptive rightsissued or outstanding.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 1,100,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 25,000,000 shares of preferred stock, without par value $1.00 per share (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 2931, 20111997, (A)(1i) 16,804,965 607,377,291 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (including issued ii) 3,600,000 shares of unvested restricted Parent Preferred Stock, all denominated as Series C Conversion 45 41 Preferred Stock, were issued and outstanding, (iii) 3,152,752 shares of Parent Common Stock were held by Parent in its treasury, (iv) 88,147,350 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 1993 Long Term Incentive Plan, Parent's 1991 Long Term Incentive Plan, Parent's 1984 Long Term Incentive Plan and Parent's Deferred Compensation and Stock Plan for Directors and other stock-based plans and agreements (the "Parent Stock Plans"), (2v) no 36,000,000 shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon conversion of the exercise or payment Series C Conversion Preferred Stock and (vi) 5,000,000 shares of options or other equity-based incentive awards with respect to DSW Common Parent Preferred Stock, all denominated as Series A Participating Preferred Stock (collectivelysubject to increase and adjustment as set forth in the Rights Agreement (as defined below) and the Certificate of Designations attached as an exhibit thereto) were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Parent Preferred Stock pursuant to the Rights Agreement dated as of December 28, 1995, between Parent and First Chicago Trust Company of New York, as Rights Agent (the “DSW Stock Awards”"Rights Agreement"); and (B) . Except as set forth above, at the close of business on January 31, 1997, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The At the close of business on January 31, 1997, there were no notes, bonds, debentures 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 shareholders of Parent may vote. Except as set forth above or as otherwise contemplated by this Agreement, at the close of business on January 31, 1997, there were no outstanding 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 Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Common Stock capital stock or other voting securities of Parent or obligating Parent to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andissue, if and when issued in accordance with the terms hereofgrant, will be duly authorizedextend or enter into any such security, validly issuedoption, fully paid and non-assessable and not subject to preemptive rights.warrant, call, right, commitment, agreement, arrangement or

Capital Structure. (i) The authorized capital stock of DSW CDnow consists of 170,000,000 200,000,000 shares of DSW Class A CDnow Common Stock, 100,000,000 shares of DSW Class B Stock without par value, and 100,000,000 50,000,000 shares of preferred stock, without par value (together with the “DSW Preferred CDnow Common Stock”, the "CDnow Capital Stock"). As of At the close of business on January 29July 9, 20111999, (A)(1i) 16,804,965 30,211,473 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B CDnow Common Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock and no shares of DSW Class B CDnow Common Stock were held by CDnow in treasury, its treasury and (3iii) 2,932,580 1,511,934 additional shares of DSW Class A Stock and no shares of DSW Class B CDnow Common Stock were reserved for issuance upon pursuant to the CDnow Stock Plans (as defined in Section 8.04(d)). The CDnow Disclosure Letter sets forth a complete list of all CDnow Employee Stock Options (as defined in Section 8.04) outstanding at the close of business on July 12, 1999, together with the number of shares of CDnow Common Stock subject to each such CDnow Employee Stock Option and the exercise or payment price thereof. The CDnow Disclosure Letter sets forth a complete list of options or other equity-based incentive awards with respect all warrants to DSW acquire shares of CDnow Common Stock (collectivelythe "CDnow Warrants") outstanding at the close of business on July 12, 1999 together with the “DSW number of shares of CDnow Common Stock Awards”); subject to each such warrant and (B) the exercise price thereof. Except as set forth above or in the CDnow Disclosure Letter, at the close of business on July 12, 1999, no shares of DSW Preferred Stock capital stock or other voting securities of CDnow were outstanding or issued, reserved for issuanceissuance or outstanding. There are no outstanding CDnow stock appreciation rights. All issued and outstanding shares of DSW Common StockCDnow Capital Stock are, and all such shares of DSW Common Stock that may be issued or granted pursuant prior to the exercise or vesting of DSW Stock Awards Effective Time will be, be when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable 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 PBCL, the CDnow Charter, the CDnow By-laws or any Contract (as defined in Section 3.05) to which CDnow is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of CDnow having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of CDnow Common Stock may vote ("Voting CDnow Debt"). Except as set forth above or in the CDnow Disclosure Letter, there are not any options, warrants, rights. The , convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which CDnow or any CDnow Subsidiary is a party or by which any of them is bound (i) obligating CDnow or any CDnow Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Common Stock 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, CDnow or any CDnow Subsidiary or any Voting CDnow Debt, (ii) obligating CDnow or any CDnow Subsidiary to be issued pursuant issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to this Agreement will have been duly authorized as receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of CDnow Capital Stock. There are not any outstanding contractual obligations of CDnow or any CDnow Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of CDnow or any CDnow Subsidiary. As of the Effective Time andTime, if and when issued in accordance each CDnow Warrant will, by its terms, provide the holder thereof with the terms hereof, will be duly authorized, validly issued, fully paid right to receive the amount of Merger Consideration such holder would have received in the Merger had such CDnow Warrant been exercised immediately prior to the Effective Time (and non-assessable and not subject to preemptive rightsno other consideration) upon exercise thereof.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 375,000,000 shares of DSW the common stock of Parent, par value $0.001 per share, of which 217,500,000 shares are designated as “Class A Common Stock, 100,000,000 ” and 157,500,000 shares are designated as “Class B Common Stock,” and 10,042,490 shares of DSW Parent Preferred Stock. As of October 2, 2006, 52,033,287 shares of Parent’s “Class A Common Stock,” 17,173,166 shares of Parent’s “Class B Common Stock” and 10 Merger Sub Units were outstanding. All shares of Parent Capital Stock and 100,000,000 all Merger Sub Units have been duly authorized, and all issued and outstanding shares of preferred stockParent Capital Stock and Merger Sub Units have been validly issued and are fully paid and nonassessable. As of October 2, without par value 2006, there was an aggregate of 288,801 shares of Parent Common Stock available for issuance to employees and directors of, and consultants to Parent under Parent’s 2005 Stock Incentive Plan (the “DSW Preferred StockParent Stock Plan”). As of the close of business on January 29October 2, 20112006, (A)(1) 16,804,965 1,983,144 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance issuable upon the exercise or payment of outstanding, unexercised, vested options, including options or other equity-based incentive awards with respect to DSW Common issued under the Parent Stock (collectivelyPlan, the “DSW options issued under Parent’s 1996 Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid Incentive Plan and non-assessable and not subject to preemptive rightsplan options. The shares of DSW Except for the options exercisable for Parent Common Stock described in this Section 3.2(a), and except for those Contracts described in or filed as exhibits to be issued pursuant to this Agreement will have been duly authorized the Parent SEC Documents (as defined in Section 3.4), as of the Effective Time anddate hereof, if there are no Contracts to which Parent is a party, or by which it is bound, obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of any Parent Capital Stock and/or options exercisable for Parent Capital Stock or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All outstanding Parent securities and when all outstanding Merger Sub securities were issued in accordance compliance with all applicable federal and state securities laws. Parent directly owns 100% of the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsoutstanding membership interests in Merger Sub.

Capital Structure. (i) The authorized capital stock of DSW HFS consists of 170,000,000 600,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B HFS Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value $1.00 per share (the “DSW "HFS Preferred Stock”"). As of At the close of business on January 29May 21, 2011, 1997: (A)(1i) 16,804,965 158,291,401 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B HFS Common Stock were issued and outstanding outstanding; (including issued shares of unvested restricted stock), (2ii) no shares of DSW Class A HFS Common Stock and were held by HFS in its treasury; (iii) no shares of DSW Class B HFS Preferred Stock were held in treasuryissued and outstanding; (iv) 40,013,543 shares of HFS Common Stock were reserved for issuance pursuant to the HFS 1992 Stock Option Plan and the HFS 1993 Stock Option Plan, complete and correct copies of which have been delivered to CUC (such plans, collectively, the "HFS Stock Plans"); and (3v) 2,932,580 8,080,102 shares of DSW Class A Stock and no shares of DSW Class B HFS Common Stock were reserved for issuance upon the exercise or payment conversion of options or other equityHFS's 4-based incentive awards with respect to DSW 1/2% Convertible Senior Notes due 1999 and 3,598,320 shares of HFS Common Stock were reserved for issuance upon conversion of HFS's 4-3/4% Convertible Senior Notes due 2003 (collectively, the “DSW Stock Awards”"HFS Convertible Securities"); . Section 3.1(c) of the HFS Disclosure Schedule sets forth a complete and (B) no correct list, as of May 21, 1997, of the number of shares of DSW Preferred HFS Common Stock were outstanding subject to employee stock options or reserved for issuanceother rights to purchase or receive HFS Common Stock granted under the HFS Stock Plans (collectively, "HFS Employee Stock Options"), the dates of grant and exercise prices thereof. All issued and outstanding shares of DSW Common Stockcapital stock of HFS are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except as set forth in this Section 3.1(c) and except for changes since May 21, 1997 resulting from the issuance of shares of DSW HFS Common Stock pursuant to the HFS Employee Stock Options, the HFS Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of HFS, (B) any securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of HFS, (C) any warrants, calls, options or other rights to acquire from HFS or any HFS subsidiary, and any obligation of HFS or any HFS subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of HFS, and (y) there are no outstanding obligations of HFS or any HFS subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued pursuant issued, delivered or sold, any such securities. There are no outstanding (A) securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any HFS subsidiary, (B) warrants, calls, options or other rights to this Agreement will have been duly authorized acquire from HFS or any HFS subsidiary, and any obligation of HFS or any HFS subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any HFS subsidiary or (C) obligations of HFS or any HFS subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of HFS subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither HFS nor any HFS subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the Effective Time andHFS Employee Stock Options and the HFS Convertible Securities, if and when issued antidilutive rights with respect to, any securities of the type referred to in accordance with the terms hereoftwo preceding sentences. Other than the HFS subsidiaries, will be duly authorized, validly issued, fully paid and HFS does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-assessable controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to HFS and not subject to preemptive rightsits subsidiaries as a whole.

Capital Structure. (i) The authorized capital stock of DSW Conexant consists of 170,000,000 1,000,000,000 shares of DSW Class A Common Stock, 100,000,000 shares of DSW Class B Stock par value $1.00 per share (the "Conexant Common Stock"), and 100,000,000 25,000,000 shares of preferred stock, without par value (the “DSW "Conexant Preferred Stock”"), 1,500,000 shares of which are designated as "Series A Junior Participating Preferred Stock" and one share of which is designated as "Series B Voting Preferred Stock". As of the close of business on January 29November 30, 20112001, (A)(1A) 16,804,965 254,423,819 shares of DSW Class A Conexant Common Stock and 27,382,667 shares (B) one share of DSW Class Conexant Preferred Stock designated as "Series B Stock Voting Preferred Stock" were issued and outstanding (including issued and no other shares of unvested restricted stock)capital stock of Conexant were issued and outstanding. As of November 30, (2) no 2001, 84,082,811 shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Conexant Common Stock were reserved for issuance upon the exercise or payment of options outstanding under Conexant Stock Plans. As of November 30, 2001, no shares of Conexant Common Stock were held as treasury shares. Since November 30, 2001 to the date of this Agreement, no shares of capital stock of Conexant or any other equity-based incentive awards with respect to DSW securities of Conexant have been issued other than shares of Conexant Common Stock (collectivelyand accompanying Conexant Rights (as defined below)) issued pursuant to (w) the Conexant Systems, Inc. Retirement Savings Plan and the “DSW Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or rights outstanding as of November 30, 2001 under Conexant Stock Awards”); Plans and (By) no shares the exchange or retraction of DSW Preferred Stock were outstanding or reserved for issuance. Exchangeable Shares of Philsar Semiconductor Inc. All issued and outstanding shares of DSW Common Stock, and all shares capital stock of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Conexant are duly authorized, validly issued, fully paid and non-assessable nonassessable, and not subject no class of capital stock of Conexant is entitled to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized There are outstanding as of the Effective Time anddate hereof no options, if warrants or other rights to acquire capital stock from Conexant other than (w) rights (the "Conexant Rights") distributed to the holders of Conexant Common Stock pursuant to the Rights Agreement dated as of November 30, 1998, as amended as of December 9, 1999, between Conexant and when issued ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Conexant Rights Agreement"), (x) options and other rights to acquire Conexant Common Stock from Conexant ("Conexant Stock Options") representing in accordance with the terms aggregate the right to purchase 51,394,095 shares of Conexant Common Stock under the Conexant Stock Plans, (y) $94,849,000 aggregate principal amount of Conexant's 4 1/4% Convertible Subordinated Notes due 2006 and $615,000,000 aggregate principal amount of Conexant's 4% Convertible Subordinated Notes due 2007 which are, on the date hereof, will be duly authorizedconvertible into Conexant Common Stock at exercise prices of $23.098 and $108, validly issuedrespectively, fully paid per share (collectively, the "Conexant Convertible Notes") and non-assessable and not (z) Exchangeable Shares of Philsar Semiconductor Inc. which are exchangeable into, or subject to preemptive rightsretraction in exchange for, an aggregate of 357,640 shares of Conexant Common Stock. Section 5.2(b) of the Conexant Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Conexant Stock Options and the exercise prices thereof.

Capital Structure. (a) The authorized share capital of Aphria consists of an unlimited number of Aphria Shares. As of December 15, 2020, (i) The authorized capital stock of DSW consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock 316,745,571 Aphria Shares were issued and outstanding (excluding all Aphria Shares issued pursuant to the Aphria Convertible Senior Notes after the date of this Agreement but including issued shares of unvested restricted stockAphria Shares subsumed within units), (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Stock were Aphria Shares are held in treasuryAphria’s treasury or by any of the Aphria Subsidiaries, (iii) 9,316,809 Aphria Shares were issuable pursuant to awards granted under the Aphria Benefit Plans, of which, 3,732,875 shares were issuable in respect of Aphria RSUs, assuming, as applicable, a target level of achievement under performance awards, 5,237,218 shares were issuable in respect of Aphria Options and 346,716 shares were issuable in respect of Aphria DSUs, (iv) 7,022,472 2020 Aphria Warrants (including warrants subsumed within units) exercisable for an aggregate of 7,022,472 Aphria Shares at an exercise price of $9.26 per one Aphria Share and (v) 200,000 2016 Aphria Warrants exercisable for an aggregate of 200,000 Aphria Shares at an exercise price of $3.14 per one Aphria Share. All of the outstanding share capital of Aphria has been duly authorized and validly issued, and (3) 2,932,580 shares of DSW Class A Stock are fully paid and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect nonassessable and are not subject to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stockany preemptive right, and all shares of DSW Common Stock that Aphria Shares which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards Aphria RSUs will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to any preemptive rightsright. The Except as described in this Section (2)(a), there is not any phantom equity or other contractual rights the value of which is determined in whole or in part by the value of any share capital of Aphria, and there are no outstanding share appreciation rights with respect to the shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly Aphria. Other than Aphria Shares, there are no other authorized as classes of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsshare capital of Aphria.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 1,250,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 25,000,000 shares of preferred stock, without par value (together with the “DSW Preferred Parent Common Stock”, the "Parent Capital Stock"). As of At the close of business on January 29November 18, 20111998, (A)(1i) 16,804,965 254,359,353 shares of DSW Class A Parent Common Stock and 27,382,667 803,346.643 shares of DSW Class Series B ESOP Convertible Preferred Stock of Parent were issued and outstanding outstanding, (including issued ii) 15,900 shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 as of October 30, 1998, 7,431,499 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of pursuant to outstanding options or other equity-based incentive awards with respect to DSW purchase Parent Common Stock granted under Parent Stock Plans (collectivelyas defined in Section 6.04), (iv) 1,600,000 shares of Series A Junior Participating Preferred Stock of Parent were reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 14, 1990 (as amended from time to time, the “DSW Stock Awards”"Parent Rights Agreement"); , between Parent and ChaseMellon Shareholder Services, L.L.C., as Rights Agent and (Bv) 72,904 shares of Parent Common Stock remain reserved for issuance in connection with Parent's previous acquisitions of Xxx'x Incorporated and of Eckerd Corporation. Except as set forth above, at the close of business on November 18, 1998, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding, and no securities of Parent or any Parent Subsidiary convertible into or exchangeable for, shares of capital stock, Voting Parent Debt (as defined below) or other voting securities of the Parent were issued, reserved for issuance or outstanding, reserved for issuance or outstanding. There are no outstanding Parent SARs (as defined in Section 6.04) that were not granted in tandem with a related Parent Employee Stock Option. All issued and outstanding shares of DSW Common StockParent Capital Stock are, and all such shares of DSW Common Stock that may be issued prior to the Effective Time or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, be when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. The shares There are not any bonds, debentures, notes or other indebtedness of DSW 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 to be issued pursuant to this Agreement will have been duly authorized may vote ("Voting Parent Debt"). Except as set forth above, as of the Effective Time anddate of this Agreement, if and when issued in accordance with the terms hereofthere are not any options, will warrants, calls, rights (including preemptive 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 Parent or any Parent Subsidiary to issue, deliver or sell, purchase, redeem or acquire or cause to be duly authorized, validly issued, fully paid delivered or sold, or purchased, redeemed or acquired 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 any Voting Parent Debt or other voting securities of Parent or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repur chase, redeem or otherwise acquire any shares of capital stock of Parent. Parent has made available to the Company a complete and non-assessable and not subject correct copy of the Parent Rights Agreement as amended to preemptive rightsthe date of this Agreement.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock 50,000,000 Parent Shares and 100,000,000 250,000 shares of preferred stock, without no par value (the “DSW Parent Preferred Stock”), of which 50,000 shares have been designated as Series A Junior Participating Preferred Stock. As of At the close of business on January 29November 9, 20112009, (A)(1i) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock 13,688,740 Parent Shares were issued and outstanding outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (including issued shares of unvested restricted stock), (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Stock Parent Shares were held in treasury, and the treasury of Parent or by Subsidiaries of Parent; (3iii) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock 246,336 Parent Shares were reserved for issuance upon the exercise or payment of options pursuant to outstanding options, warrants or other equity-based incentive awards 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 respect to DSW Common Stock any acquisition, business combination or similar transaction (collectively, the “DSW Parent Stock AwardsPlans”); . Between November 9, 2009 and (B) 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 DSW capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. Parent has 50,000 shares of Parent Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted issuance pursuant to the exercise or vesting Rights Agreement, dated as of DSW March 19, 2008, between the Company and National City Bank (the “Parent Rights Agreement”) providing for rights to acquire shares of Parent’s Series A Junior Participating Preferred Stock Awards (the “Parent Rights”). All of the Parent Shares issuable upon conversion of Company Common Stock at the Effective Time in accordance with this Agreement will be, when issued in accordance with the terms thereofso issued, duly authorized, validly issued, fully paid paid, nonassessable and non-assessable and not subject to free of preemptive rights. The As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts (as hereinafter defined) to which Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of DSW Common Stock capital stock (or other voting securities or equity equivalents) of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to be issued pursuant to this Agreement will have been duly authorized as grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the Effective Time anddate of this Agreement, if and when issued in accordance Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the terms hereofstockholders of Parent on any matter. There are no Contracts to which Parent, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsits Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of Parent or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of DSW CSLC consists of 170,000,000 65,000,000 shares of DSW Class A CSLC Common Stock, 100,000,000 shares of DSW Class B Stock $.01 par value, and 100,000,000 15,000,000 shares of preferred stock, without $.01 par value (the “DSW "CSLC Preferred Stock”"). As of At the close of business on January 29the date hereof, 2011, (A)(1) 16,804,965 19,717,347 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A CSLC Common Stock and no shares of DSW Class B CSLC Preferred Stock, respectively, were issued and outstanding. Except as provided in this Agreement, pursuant to the 1997 Omnibus Stock were held in treasuryand Incentive Plan for Capital Senior Living Corporation (the "CSLC Stock Option Plan") and the Exhibits hereto, and (3) 2,932,580 there are no options, warrants, calls, rights, or agreements to which CSLC or any of its Subsidiaries is a party or by which it is bound obligating CSLC or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Class A Stock and no shares capital stock or any voting debt securities of DSW Class B Stock were reserved for issuance upon the exercise CSLC or payment of options any Subsidiary of CSLC, or other equity-based incentive awards with respect obligating CSLC or any Subsidiary of CSLC to DSW Common Stock (collectivelygrant, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding extend or reserved for issuanceenter into any such option, warrant, call, right or agreement. All issued and outstanding shares of DSW CSLC Common StockStock are, and all shares of DSW Common Stock that may the Convertible Securities to be issued or granted pursuant to or as specifically contemplated by this Agreement and the exercise or vesting of DSW Stock Awards Merger, will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsnonassessable. The shares All of DSW Common Stock to be issued pursuant to this Agreement will the limited liability member interests of Sub have been duly authorized as and are validly issued, fully paid and nonassessable and owned by CSLC. The aggregate authorized beneficial interests of the Effective Time andTrust consists of 100 shares of common equity securities, if each having a stated liquidation amount of $25, all of which have been duly authorized and when issued in accordance with the terms hereof, will be duly authorized, are validly issued, fully paid and non-assessable and not subject to preemptive rightsowned by CSLC, and 2,380,000 shares of Convertible Securities, all of which have been duly authorized for issuance and, when issued in the Merger and the "ILM II Merger" (as hereinafter defined), shall be validly issued, fully paid and non-assessable.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 Parent Common Stock, of which 13,620,292 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued as of October 29, 2003, and 4,500,000 shares of unvested restricted stockPreferred Stock, $.01 par value, none of which is issued or outstanding. The authorized capital stock of Merger Sub consists of 3,000 shares of Common Stock, $.01 par value, 100 shares of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable, and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of October 29, 2003, Parent had reserved 1,464,525 shares of Parent Common Stock for issuance pursuant to Parent's 1986 Stock Plan, 1987 Stock Plan, 1996 Stock Plan, 1997 Stock Plan, 1999 Stock Plan, 2001 Nonqualified Stock Option Plan, and 2002 Stock Incentive Plan (collectively, the "Parent Stock Option Plan"), (2) no under which options were outstanding for 832,445 shares, and 395,715 shares of DSW Class A Parent Common Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW outstanding warrants (which as of October 29, 2003 are outstanding for an aggregate of 395,715 shares of Parent Common Stock). All shares of Parent Common Stock (collectivelysubject to issuance as aforesaid, upon issuance on the “DSW Stock Awards”); terms and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted conditions specified in the instruments pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofwhich they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable nonassessable. Since August 1, 2003, there have been no amendments of any Parent stock options or warrants and not subject no changes in the capital structure of Parent other than issuances of Parent Common Stock upon the exercise of options granted under the Parent Stock Option Plan or the exercise of outstanding warrants. All outstanding shares of Parent Common Stock that were issued pursuant to preemptive rightsthe exercise of options granted under the Parent Stock Option Plan were validly issued in transactions either exempt from the registration requirements of the Securities Act or pursuant to registration statements filed under the Securities Act and in accordance with any applicable state securities laws.

Capital Structure. (i) The authorized capital stock of DSW CSLC consists of 170,000,000 65,000,000 shares of DSW Class A CSLC Common Stock, 100,000,000 shares of DSW Class B Stock $.01 par value, and 100,000,000 15,000,000 shares of preferred stock, without $.01 par value (the “DSW "CSLC Preferred Stock”"). As of At the close of business on January 29the date hereof, 2011, (A)(1) 16,804,965 19,717,347 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A CSLC Common Stock and no shares of DSW Class B CSLC Preferred Stock, respectively, were issued and outstanding. Except as provided in this Agreement, pursuant to the 1997 Omnibus Stock were held in treasuryand Incentive Plan for Capital Senior Living Corporation (the "CSLC Stock Option Plan") and the Exhibits hereto, and (3) 2,932,580 there are no options, warrants, calls, rights, or agreements to which CSLC or any of its Subsidiaries is a party or by which it is bound obligating CSLC or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Class A Stock and no shares capital stock or any voting debt securities of DSW Class B Stock were reserved for issuance upon the exercise CSLC or payment of options any Subsidiary of CSLC, or other equity-based incentive awards with respect obligating CSLC or any Subsidiary of CSLC to DSW Common Stock (collectivelygrant, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding extend or reserved for issuanceenter into any such option, warrant, call, right or agreement. All issued and outstanding shares of DSW CSLC Common StockStock are, and all shares of DSW Common Stock that may the Convertible Securities to be issued or granted pursuant to or as specifically contemplated by this Agreement and the exercise or vesting of DSW Stock Awards Merger, will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsnonassessable. The shares All of DSW Common Stock to be issued pursuant to this Agreement will the limited liability member interests of Sub have been duly authorized as and are validly issued, fully paid and nonassessable and owned by CSLC. The aggregate authorized beneficial interests of the Effective Time andTrust consists of 100 shares of common equity securities, if each having a stated liquidation amount of $25, all of which have been duly authorized and when issued in accordance with the terms hereof, will be duly authorized, are validly issued, fully paid and non-assessable and not subject to preemptive rightsowned by CSLC, and 2,380,000 shares of Convertible Securities, all of which have been duly authorized for issuance and, when issued in the Merger and the "ILM Merger" (as hereinafter defined), shall be validly issued, fully paid and non-assessable.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW IGL consists of 170,000,000 of: 250,000,000 shares of DSW Class A IGL Common Stock and 12,000,000 shares of Series Preferred Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without $1.00 par value (the “DSW "IGL Preferred Stock”"), of which 3,000,000 shares have been designated as "Junior Participating Preferred Stock, Series C" (the "IGL Series C Preferred Stock"). As of At the close of business on January 29June 30, 20111997, (A)(1) 16,804,965 approximately 93,600,000 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B IGL Common Stock were issued and outstanding (including issued outstanding, all of which were validly issued, are fully paid and nonassessable and are free of preemptive rights. No shares of unvested restricted stock), (2) no shares of DSW Class A IGL Preferred Stock and no shares of DSW Class B Stock were held in treasuryhave been issued, and (3) 2,932,580 shares there has been no increase of DSW Class A Stock and no shares more than 1% in the number of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW IGL Common Stock, Stock between June 30 and all the date hereof. All of the shares of DSW IGL Common Stock that may be issued or granted pursuant to issuable in exchange for FTX Common Shares at the exercise or vesting of DSW Stock Awards Effective Time in accordance with this Agreement will be, when issued in accordance with the terms thereofso issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to free of preemptive rights. The shares of DSW If and when the Warrants are exercised for IGL Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofof the IGL Warrants, such shares of IGL Common Stock issued upon such exercise will be duly authorized, validly issued, fully paid and non-assessable assessable, and the holders of outstanding shares of capital stock of IGL are not subject entitled to any preemptive or other rights with respect to the IGL Warrants or the IGL Common Stock issuable upon such exercise. As of the date of this Agreement, except as contemplated by this Agreement, except for the rights ("IGL Rights") to purchase shares of IGL Series C Preferred Stock pursuant to the Rights Agreement (the "IGL Rights Agreement") dated June 21, 1989 between IGL and the First National Bank of Chicago, as Rights Agent, as amended, and except for stock options covering not in excess of 4,637,788 shares of IGL Common Stock (collectively, the "IGL Stock Options"), there are no options, warrants, calls, rights or agreements to which IGL or any of its Subsidiaries is a party or by which any of them is bound obligating IGL or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of IGL or any such Subsidiary or obligating IGL or any such Subsidiary to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of IGL is duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in the IGL SEC Documents or the IGL Letter, each such share, and all of the equity interests in the IMC-Agrico Entities described in the IGL SEC Documents as being owned by IGL, are beneficially owned by IGL or another Subsidiary of IGL, 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 nature whatsoever. As of the date of its filing, Exhibit 21.1 to IGL's Annual Report on Form 10-K for the year ended June 30, 1996, as filed with the United States Securities and Exchange Commission (the "SEC") (the "IGL 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. Pursuant to the IGL Rights Agreement, all shares of IGL Common Stock are issued with Rights attached thereto.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 50,000,000 shares of DSW Class A Common Stock, 100,000,000 par value $0.01 per share (the "Parent Common Stock"), and 3,000,000 shares of DSW Class B Preferred Stock, par value $0.01 per share, of which 100,000 have been designated Series D Convertible Preferred Stock and 100,000,000 shares of preferred stock, without par value 100,000 have been designated Series E Preferred Stock (the “DSW "Permanent Preferred Stock”"). As of At the close of business on January 29July 12, 2011, 2002: (A)(1i) 16,804,965 24,911,352 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding; (including issued ii) 52,600 shares of unvested restricted stock), Parent Common Stock in the aggregate were held by Parent and its subsidiaries in their treasuries; (2iii) no shares of DSW Class A Preferred Stock were issued and no outstanding; and (iv) 3,631,506 shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Common Stock were reserved for issuance upon pursuant to the exercise or payment plans set forth in Section 3.02(c) of options or other equity-based incentive awards with respect to DSW Common Stock the Parent Disclosure Schedule (collectively, the “DSW "Parent Stock Awards”Plans"); and , of which 3,357,000 shares are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (B) no shares of DSW Preferred collectively, "Parent Employee Stock were outstanding or reserved for issuanceOptions"). All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant (including the Bridge Preferred Stock and Parent Common stock to be issued hereunder and the exercise or vesting of DSW Permanent Preferred Stock Awards and the Conversion Shares issuable upon conversion thereof) will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights, and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and under the Management Rights and Standstill Agreement. The Except as set forth in this Section 3.02(c), except for changes since July 12, 2002 resulting from the issuance of shares of DSW Parent Common Stock pursuant to the Parent Employee Stock Options, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent and (C) any warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent or any Parent subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent and (y) there are no outstanding obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued pursuant issued, delivered or sold, any such securities. Neither Parent nor any Parent subsidiary is a party to this Agreement will any voting or registration rights agreement with respect to the voting or registration of any such securities. There are no outstanding (A) securities of Parent or 24. any Parent subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Parent subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent or any Parent subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Parent subsidiary or (C) obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Parent subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than the Parent subsidiaries, Parent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. All outstanding shares of Parent Common Stock and all outstanding Parent Employee Stock Options have been duly authorized as issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Material Contracts. All securities reacquired by Parent were reacquired in compliance with (i) the applicable provisions of the Effective Time andDGCL and all other applicable Legal Requirements, if and when issued (ii) all requirements set forth in accordance with the terms hereof, will be duly authorized, validly issued, fully paid applicable restricted stock purchase agreements and non-assessable and not subject to preemptive rightsother applicable Parent Material Contracts.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 350,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 20,000,000 shares of preferred stock, without par value $0.01 per share (the “DSW Parent Preferred Stock”). As of At the close of business on January 29December 28, 20112018, (A)(1i) 16,804,965 202,345,501 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued the restricted shares of unvested restricted stockParent Common Stock set forth in Section 4.3(a) of the Parent Disclosure Letter (the “Parent Restricted Shares”)), (2ii) no shares of DSW Class A Parent Preferred Stock were issued and outstanding, (iii) no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon pursuant to outstanding Parent Options and (iv) 8,155,298 shares of Parent Common Stock were reserved for issuance pursuant to the exercise or payment terms of options or other equitythe Parent Equity Incentive Plans, including 3,229,000 shares of Parent Common Stock issuable pursuant to outstanding restricted stock unit awards and performance restricted stock unit awards granted pursuant to the Parent Equity Incentive Plans. Equity-based incentive awards with respect an aggregate value of $16,606,000 were granted effective as of January 1, 2019, to DSW Common Stock be converted into a number of restricted stock unit awards under the Parent Equity Incentive Plans and a number of LTIP Units (collectivelyas defined in the Parent Operating Partnership Agreement) based in each case on a valuation of the units, consistent with the “DSW Stock Awards”); and (B) no shares Ordinary Course of DSW Preferred Stock were outstanding or reserved for issuanceBusiness of Parent. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Parent Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, are duly authorized, validly issued, fully paid and non-assessable assessable, and not subject no class of capital stock is entitled to preemptive rights. The 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 DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsmay vote.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 240,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 545,454 shares of DSW Class B Stock and 100,000,000 shares of preferred stockSeries A Convertible Preferred Stock, without par value $0.01 per share (the “DSW Series A Preferred Stock”), and 283,018 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Parent Preferred Stock”). As of The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on January 29December 14, 20112012, (A)(1i) 16,804,965 11,157,643 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (including issued ii) 545,454 shares of unvested restricted stock)Series A Preferred Stock were issued and outstanding, (2iii) no 283,018 shares of DSW Class A Series B Preferred Stock were issued and no outstanding, (iv) 1,096,400 shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of options or other equityunder Parent’s Equity Plan and Parent’s Non-based incentive awards with respect to DSW Common Executive Director Stock Plan (collectivelytogether, the “DSW Parent Stock AwardsPlans”); , and (Bv) no shares of DSW Preferred Stock 886,376 Parent OP Units were outstanding or reserved for issuanceissued and outstanding. All issued and outstanding shares of DSW Common Stock, and all shares the capital stock of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Parent are duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to preemptive rights. The all shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andMerger Consideration, if and when so issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid and non-assessable assessable. All Parent OP Units to be issued as the Partnership Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized and not subject validly issued. No class of capital stock is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote.

Capital Structure. (i) The authorized capital stock of DSW Acquiror consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Acquiror Common Stock and 100,000,000 20,000,000 shares of preferred stock, without par value (the “DSW Acquiror Preferred Stock”), of which 1,000,000 shares have been classified as 8 1/2% Series A Cumulative Redeemable Preferred Stock and the remaining 19,000,000 shares remain unclassified. As of On the close of business on January 29, 2011date hereof, (A)(1i) 16,804,965 22,124,410 shares of DSW Class A Acquiror Common Stock and 27,382,667 1,000,000 shares of DSW Class B Acquiror Preferred Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Acquiror Stock and no shares of DSW Class B or Acquiror Preferred Stock were held by Acquiror in its treasury, (iii) 98,248 shares of Acquiror Common Stock were reserved for issuance pursuant to options and shares of restricted stock not yet granted under Acquiror's employee benefit or incentive plans ("Acquiror Employee Stock Plans"), (iv) 1,030,440 shares of Acquiror Common Stock were issuable upon exercise of outstanding options under the Acquiror Employee Stock Plans (the "Acquiror Options") to purchase shares of Acquiror Common Stock; (v) 145,972 shares were reserved for issuance pursuant to Acquiror's Dividend Reinvestment and Stock Purchase Plan, (vi) 26,308 shares were reserved for issuance pursuant to Acquiror's Employee Stock Purchase Plan and (3vii) 2,932,580 27,260,770 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment exchange of options or other equity-based incentive awards with respect to DSW Common Stock outstanding limited partnership interests (collectively"Units") in the Operating Partnership. On the date of this Agreement, the “DSW Stock Awards”); and (B) except as set forth in this SECTION 3.2.3, no shares of DSW Preferred Stock capital stock or other voting securities of Acquiror were outstanding or issued, reserved for issuanceissuance or outstanding. There are no outstanding stock appreciation rights relating to the capital stock of Acquiror. All issued and outstanding shares of DSW Common Stockcapital stock of Acquiror are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares Except as set forth on SCHEDULE 3.2.3 to the Acquiror Disclosure Letter, there are no bonds, debentures, notes or other indebtedness of DSW Common Stock Acquiror having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Acquiror may vote. Except (A) as set above in this Agreement will have been duly authorized SECTION 3.2.3, (B) as set forth in SCHEDULE 3.2.3 to the Acquiror Disclosure Letter or (C) as otherwise permitted under SECTION 4.2, as of the Effective Time anddate of this Agreement there are no outstanding securities, if and when issued in accordance with the terms hereofoptions, will warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Acquiror or any Acquiror Subsidiary is a party or by which such entity is bound, obligating Acquiror or any Acquiror Subsidiary to issue, deliver or sell, or cause to be duly authorized, validly issued, fully paid and non-assessable and not subject delivered or sold, additional shares of capital stock, voting securities or other ownership interests of Acquiror or of any Acquiror Subsidiary or obligating Acquiror or any Acquiror Subsidiary to preemptive rights.issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Acquiror or an Acquiror Subsidiary). Except as set forth on SCHEDULE 3.2.3 to the Acquiror Disclosure Letter, there are no outstanding contractual obligations of Acquiror or any Acquiror Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other ownership interests in any Acquiror Subsidiary or make any investment (in the form of a loan, capital contribution or otherwise) in any Person (other than an Acquiror Subsidiary). 3.2.4

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 (a) 475,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 (b) 10,000,000 shares of preferred stock, without par value $1.00 per share (the “DSW Parent Preferred Stock”). As of At the close of business on January 29May 13, 2011, 2016: (A)(1i) 16,804,965 169,747,995 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued outstanding, which includes undistributed shares of unvested restricted stock), Parent Common Stock held in the Parent’s Amended and Restated 2004 Deferred Compensation Plan for Directors and Select Employees; and (2ii) no shares of DSW Class A Parent Preferred Stock were issued and no outstanding; (iii) an aggregate of 5,135,291 shares of DSW Class B Parent Common Stock were held in treasury, available for future equity award grants pursuant to Parent’s Amended and Restated 2005 Equity-Based Incentive Compensation Plan (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards2005 Parent Plan”); and (Biv) there was no Voting Debt. As of May 13, 2016: (i) unvested equity awards (consisting of, restricted stock units and performance share units) in the aggregate amount of 1,479,987 shares of DSW Preferred Parent Common Stock were held by the Parent’s directors, officers and other employees pursuant to the 2005 Parent Plan; and (ii) 1,379,173 stock appreciation rights with a weighted average strike price of $64.79 were outstanding or reserved for issuance(such stock appreciation rights being anti-dilutive as of the date hereof). All issued and outstanding shares of DSW Common Stock, and all shares of DSW Parent Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andAgreement, if and when issued in accordance with the terms hereofissued, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been, and the Parent Common Stock to be issued pursuant to this Agreement, when issued, will be, issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on May 13, 2016, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in this Section 5.2, and except for stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of capital stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of Parent, and (3) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Other than the Voting Agreement, there are not any stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of Parent or the Company. As of the date of this Agreement, Parent has no (x) material joint venture or other similar material equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2 of the Parent Disclosure Letter. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (i) The authorized capital stock of DSW JSB consists of 170,000,000 65,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B JSB Common Stock and 100,000,000 15,000,000 shares of preferred stock, without par value $.01 per share (the “DSW "JSB Preferred Stock”"). As of the close date of business on January 29, 2011, this Agreement: (A)(1A) 16,804,965 9,286,897 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B JSB Common Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2B) no shares of DSW Class A JSB Preferred Stock were issued and outstanding, (C) no shares of DSW Class B JSB Common Stock were held in treasuryreserved for issuance, and (3) 2,932,580 except that 952,676 shares of DSW Class A Stock and no shares of DSW Class B JSB Common Stock were reserved for issuance pursuant to the JSB Option Plans, which includes 810,676 shares reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect that have already been granted under the JSB Option Plans, plus 142,000 shares reserved for issuance upon the exercise of options that will be automatically granted pursuant to DSW Common Stock the terms of the JSB 1996 Option Plan as a result of the execution of this Agreement, (collectively, the “DSW Stock Awards”); and (BD) no shares of DSW JSB Preferred Stock were outstanding or reserved for issuanceissuance and (E) 6,713,103 shares of JSB Common Stock were held by JSB in its treasury or by its Subsidiaries. All issued The authorized capital stock of JSB Bank consists of 40,000,000 shares of common stock, par value $1.00 per share, and 20,000,000 shares of preferred stock, par value $1.00 per share. As of the date of this Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of DSW Common Stocksuch common stock were, and all shares as of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards Effective Time will be, when issued in accordance with the terms thereof, owned by JSB. All outstanding shares of capital stock of JSB and JSB Bank are duly authorized, authorized and validly issued, fully paid and non-assessable nonassessable and not subject to any preemptive rightsrights and, with respect to shares held by JSB in its treasury or by its Subsidiaries, are free and clear of all claims, liens, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are no agreements or understandings with respect to the voting or disposition of any such shares. The shares JSB's Disclosure Letter sets forth a complete and accurate list of DSW all outstanding options to purchase JSB Common Stock to be issued that have been granted pursuant to this Agreement the JSB Option Plans, including the dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to each grant, and all options to purchase JSB Common Stock that will have been duly authorized be automatically granted as a result of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsexecution of this Agreement.

Capital Structure. (i) The As of June 30, 2005, the authorized share capital stock of DSW Parent consists of 170,000,000 999,575,693 ordinary shares, 424,247 class “A” ordinary shares and 60 deferred shares, of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As which 604,055,917 Parent Ordinary Shares were outstanding as of the close of business on January 29June 30, 20112005. Parent has submitted to its stockholders, (A)(1) 16,804,965 at a stockholder meeting scheduled to be held by July 27, 2005, inter alia, a proposal to increase the number of authorized ordinary shares of DSW Class A Stock and 27,382,667 shares Parent to a total of DSW Class B Stock were 1,499,575,693 ordinary shares. One Parent ADS represents one Parent Ordinary Share. All of the issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock Parent Ordinary Shares and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common StockParent ADSs have been, and all shares of DSW Common Stock that may Parent ADSs representing Parent Ordinary Shares which are to be issued or granted pursuant to the exercise or vesting of DSW Stock Awards Merger have been duly authorized and will be, when issued in accordance with the terms thereofof this Agreement, validly issued, fully paid and nonassessable and are not subject to any preemptive or similar right. Each of the outstanding shares of capital stock, ownership interests, or other securities of each of the Parent’s Significant Subsidiaries, Merger Sub and Sister Subsidiary is duly authorized, validly issued, fully paid and nonnonassessable and is owned by Parent or a direct or indirect wholly-assessable owned Subsidiary of Parent, free and not subject clear of any lien, pledge, security interest, claim or other encumbrance. Except pursuant to Parent’s stock plans (collectively, the “Parent Stock Plans”), as set forth on Section 5.2(b) of the Parent Disclosure Schedules, and except as otherwise set forth on Section 5.2(b) of the Parent Disclosure Schedules, there are no preemptive or other outstanding rights. The , options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of DSW Common Stock capital stock, ownership interests or other securities of Parent or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to be subscribe for or acquire, any securities of Parent or any of its Significant Subsidiaries, and so securities or obligations evidencing such rights are authorized, issued pursuant to this Agreement will have been duly authorized or outstanding. Except as set forth on Section 5.2(b) of the Effective Time andParent Disclosure Schedules, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and Parent does not subject to preemptive rightshave outstanding any Voting Debt.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 120,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Parent Stock”)) and 30,000,000 of excess stock, par value $0.001 per share. As of At the close of business on January 29September 3, 20112013, (A)(1i) 16,804,965 68,571,617 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 471,034 shares of DSW Class A Parent Common Stock were reserved for issuance under Parent’s Distribution Reinvestment and no Stock Purchase Plan, 911,610 shares of DSW Class B 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 the exercise or payment of options or other equity-based incentive awards with respect to DSW outstanding options, and 535,751 shares of Parent Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceconversion or settlement of outstanding stock units under the Parent Benefit Plans. All issued and outstanding shares of DSW Common Stockthe capital stock of Parent are, and all shares of DSW Parent Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will 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 not subject to free of preemptive rights. The , and all shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andMerger Consideration or as Stock Award Payments, if and when so issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid and paid, non-assessable and not subject to 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.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW FTX consists of 170,000,000 of: 100,000,000 FTX Common Shares and 50,000,000 shares of DSW Class A Preferred Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without $100 par value (the “DSW "FTX Preferred Shares"), of which 5,000,000 shares have been designated as "$4.375 Convertible Exchangeable Preferred Stock”" (the "FTX $4.375 Preferred Shares"). As of At the close of business on January 29August 21, 2011, 1997: (A)(1i) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock 23,302,866 FTX Common Shares were issued and outstanding (including issued shares outstanding, all of unvested restricted stock)which were validly issued, (2) no shares are fully paid and nonassessable and are free of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, preemptive rights; and (3ii) 2,932,580 shares 1,001,690 FTX $4.375 Preferred Shares were issued and outstanding, all of DSW Class A Stock which were validly issued, are fully paid and no shares nonassessable and are free of DSW Class B Stock were reserved preemptive rights. As of the date of this Agreement, except for issuance upon the exercise or payment FTX $4.375 Preferred Shares and except for stock options covering not in excess of options or other equity-based incentive awards with respect to DSW 1,829,677 FTX Common Stock Shares (collectively, the “DSW "FTX Stock Awards”Options"); and (B) , there are no options, warrants, calls, rights or agreements to which FTX or any of its Subsidiaries is a party or by which any of them is bound obligating FTX or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Preferred Stock were capital stock of FTX or any such Subsidiary or obligating FTX or any such Subsidiary to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding or reserved for issuance. All issued and outstanding shares share of DSW Common Stock, capital stock and all shares equity interests of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting each Subsidiary of DSW Stock Awards will be, when issued in accordance with the terms thereof, FTX is duly authorized, validly issued, fully paid and nonnonassessable and, except as disclosed in the FTX SEC Documents or the FTX Letter (as such terms are hereinafter defined), each such share and all equity interests, and all of the equity interests in the IMC-assessable Agrico Entities described in FTX SEC Documents as being owned by FTX, are beneficially owned by FTX or another Subsidiary of FTX, free and not subject clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. As of the date of its filing, Exhibit 21.1 to preemptive rights. The shares FTX's Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the SEC (the "FTX Annual Report"), is a true, accurate and correct statement in all material respects of DSW Common Stock all of the information required to be issued pursuant to this Agreement will have been duly authorized as set forth therein by the regulations of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsSEC.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock 1,000,000,000 Parent Shares and 100,000,000 30,000,000 shares of preferred stock, without par value $0.01 (the “DSW Parent Preferred Stock”). As of the close of business on January 29April 26, 20112018, (A)(1A) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock 461,878,776 Parent Shares were issued and outstanding (not including issued shares of unvested restricted stockParent Shares held in treasury), (2B) no shares of DSW Class A Stock and no shares of DSW Class B Stock 272,926,451 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (D) 8,677,876 Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 294,898 Parent Shares were subject to outstanding restricted stock units in respect of Parent Shares, (F) 207,852 Parent Shares were subject to outstanding performance units in respect of Parent Shares based on the closing price of Parent Shares on April 26, 2018 and assuming maximum performance, (3G) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock 40,028,071 Parent Shares were reserved for issuance upon under the exercise or payment Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan, 39,151,187 Parent Shares were reserved for issuance under the Marathon Petroleum Thrift Plan and 5,505,409 Parent Shares were reserved for issuance under the Marathon Petroleum Corporation Dividend Reinvestment and Direct Stock Purchase Plan (the “Parent Stock Plans”) and (H) no other shares of options capital stock or other equity-based incentive awards with respect to DSW Common Stock (collectivelyvoting securities of the Parent were issued, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common StockParent Shares are, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued Parent Shares reserved for issuance in accordance with the Parent Stock Plan, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Lien. Each of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries (other than MPLX) is duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsowned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of all Liens. The Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(b), there are no (1) shares of DSW Common Stock capital stock or other securities of, or ownership interests in, Parent, (2) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to be issued pursuant subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to this Agreement will purchase, subscribe for or acquire from Parent or any Parent Subsidiary, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Parent Subsidiary, or (4) obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Parent Subsidiary. Neither Parent nor MPLX has outstanding any bonds, debentures, notes or other obligations the holders of which have been duly authorized as the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent or the unitholders of MPLX on any matter. There are no voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party with respect to the voting of or restricting the transfer of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightscapital stock or other equity interests of Parent or any Parent Subsidiary.

Capital Structure. (i) The Except as set forth in Item 5.2 of the Parent Letter, the authorized capital stock of DSW Parent consists of 170,000,000 960,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock common stock (the "Parent Shares") and 100,000,000 30,000,000 shares of preferred stock. At the close of business on March 23, without par value 2001, (the “DSW Preferred Stock”)i) 484,040,320 Parent Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights and (ii) 6,311,910 Parent Shares were held by Parent in its treasury. As of the close of business on January 29April 24, 20112001, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock there were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were 25,554,954 Parent Shares reserved for issuance upon pursuant to outstanding options to purchase Parent Shares (the exercise "Parent Stock Options") granted under Parent's 1996 Stock Plan, its Stock Plan for Non-Officer Employees, its 1996 Stock Plan for Non-Employee Directors, and the Willxxxx Xxxernational Stock Plan (the "Parent Stock Incentive Plans"), and, as of the close of business on February 28, 2001, there were 15,122,521 Parent Shares reserved for the grant of additional awards under Parent Stock Incentive Plans. The numbers of shares of capital stock and options described in the immediately preceding sentences have not materially changed as of the date of this Agreement, except for adjustments made in connection with the April 23, 2001 spin-off of Willxxxx Xxxmunications Group, Inc. from Parent. As of the date of this Agreement, except as set forth above, no Parent Shares were issued, reserved for issuance or payment of options outstanding and there are not any phantom stock or other equity-based incentive awards contractual rights the value of which is determined in whole or in part by the value of any capital stock of Parent ("Parent Stock Equivalents"). There are no outstanding stock appreciation rights with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares capital stock of DSW Preferred Stock were Parent. Each outstanding or reserved for issuance. All issued and outstanding shares of DSW Common StockParent Share is, and all shares of DSW Common Stock that each Parent Share which may be issued or granted pursuant to the exercise or vesting of DSW Parent Stock Awards Plans will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares There are no outstanding bonds, debentures, notes or other indebtedness of DSW Common Stock Parent having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement will have been duly authorized vote) on any matter on which Parent's stockholders may vote. Except as set forth above or in Item 5.3 of the Parent Letter, as of the Effective Time anddate of this Agreement, if and when issued in accordance with the terms hereofthere are no securities, will options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its Significant Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Significant Subsidiaries to issue, deliver or sell or create, or cause to be duly authorized, validly issued, fully paid and non-assessable and not subject delivered or sold or created, additional shares of capital stock or other voting securities or Parent Stock Equivalents of Parent or of any of its Significant Subsidiaries or obligating Parent or any of its Significant Subsidiaries to preemptive rightsissue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Significant Subsidiaries.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 280,000,000 shares of DSW Class A Stockcapital stock, 100,000,000 which have been classified as 250,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 30,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”). As of At the close of business on January 29May 20, 20112023, (A)(1i) 16,804,965 103,880,021 Parent Common Shares were issued and outstanding, (ii) 6,799,467 shares of DSW Class Parent Series A Stock and 27,382,667 shares of DSW Class B Preferred Stock were issued and outstanding outstanding, (including issued iii) 4,695,887 shares of unvested restricted stock)Parent Series B Preferred Stock were issued and outstanding, (2iv) no 359,840 shares of DSW Class A Parent Common Stock and no were reserved for issuance pursuant to awards outstanding under the Parent 2021 Equity Plan, (v) 2,500,000 shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon a conversion of awards of LTIP Units pursuant to the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); Parent 2021 OPP and (Bvi) there are no shares of DSW Parent Common Stock reserved for issuance upon conversion of Parent Partnership Units. One hundred thousand (100,000) shares of Parent Preferred Stock were outstanding or are designated as Parent Series C Preferred Stock, none of which is outstanding, and which are reserved for issuanceissuance in accordance with the stockholder rights plan adopted pursuant to the Parent Rights Agreement (the “Parent Rights Plan”). All issued and outstanding shares of DSW Common Stockthe beneficial interests of Parent are, and all shares of DSW Parent Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will Shares 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 not subject to free of preemptive rights. The shares of DSW , and all Parent Common Stock Shares and Parent Preferred Shares to be issued pursuant to this Agreement will have been duly authorized Parent Operating Partnership and provided by Parent Operating Partnership as of the Effective Time andREIT Common Merger Consideration or the REIT Preferred Merger Consideration, if and when so issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid and paid, non-assessable and not subject to 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 Parent Common Shares or other equity holders of such Parent Subsidiary may vote.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 1,500,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value $0.001 per share (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 29September 30, 20112003, (A)(1i) 16,804,965 589,645,080 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 137,986,873 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon pursuant to the exercise or payment of options or other equity-based incentive awards with respect to DSW Common 2002 Stock Incentive Plan, as amended, the 1987 Supplemental Stock Option Plan and the 1993 Qualified Employee Stock Purchase Plan, as amended (collectively, the “DSW "Parent Stock Awards”); Plans") (of which 85,925,216 shares of Parent Common Stock were subject to outstanding options to purchase shares of Parent Common Stock granted under the Parent Stock Plans ) and (Biv) no shares of DSW Parent Preferred Stock were outstanding issued or outstanding. Except as set forth above in this Section 4.02(a), at the close of business on September 30, 2003, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant (including shares of Parent Common Stock to the exercise or vesting of DSW Stock Awards be issued in accordance with this Agreement) will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares Except as set forth above in this Section 4.02(a), there are no bonds, debentures, notes or other indebtedness of DSW Common Stock Parent having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement will have been duly authorized as vote) on any matters on which stockholders of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsParent may vote.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 140,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value $0.01 per share (the “DSW Parent Preferred Stock”). As of At the close of business on January 29July 15, 20112005, (A)(1i) 16,804,965 71,901,863 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (ii) 1,219,807 shares of Parent Common Stock were reserved for issuance (including issued shares of unvested restricted stockunderlying outstanding stock options and shares available for future grant) pursuant to the 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, as amended, 1993 Nonemployee Director Stock Option Plan, Deferred Compensation Plan for Nonemployee Directors, 1999 Nonemployee Director Stock Option Plan, as amended, Amended and Restated Employee Stock Purchase Plan (collectively, the “Parent Stock Plans”), (2iii) no 8,269,946 shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon conversion of the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); Senior Subordinated Convertible Notes due 2024 and (Biv) no shares of DSW Parent Preferred Stock were outstanding issued or outstanding. Except as set forth above in this Section 4.02(a), at the close of business on July 15, 2005, no shares of capital stock or other voting securities of Parent were issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant (including shares of Parent Common Stock to the exercise or vesting of DSW Stock Awards be issued in accordance with this Agreement) will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares Except for the Senior Subordinated Convertible Notes due 2024, there are no bonds, debentures, notes or other indebtedness of DSW Common Stock Parent having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement will have been duly authorized as vote) on any matters on which stockholders of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsParent may vote.

Capital Structure. (i) The authorized capital stock of DSW Parent consists entirely of 170,000,000 (i) 75,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 (ii) 10,707 shares of preferred stock, par value $100 per share, of Parent, and (iii) 1,000,000 shares of special stock, without par value value, of Parent (the “DSW Preferred Special Stock”), of which 100,000 shares have been designated as Series A Junior Participating Special Stock (“Series A Special Stock”). As of At the close of business on January 29November 27, 2011, 2009: (A)(1i) 16,804,965 26,602,173 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued 752,320 shares of unvested restricted stock), ; (2ii) 16,207,011 shares of Parent Common Stock were held by Parent in its treasury; (iii) no shares of DSW Class Special Stock or Series A Special Stock were issued and no outstanding; and (iv) 12,000 shares of DSW Class B Parent Common Stock were held in treasurysubject to issued and outstanding options to purchase Parent Common Stock granted under Parent’s 1992 Non-Employee Directors’ Stock Option Plan, and (3) 2,932,580 as amended, 469,955 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon subject to issued and outstanding options under Parent’s 2002 Equity Incentive Plan (the exercise or payment of options or other equity-based incentive awards with respect to DSW Common “Parent Stock (collectivelyPlan” and such stock options, the “DSW Parent Stock AwardsOptions”); . Parent has made available to the Company a list, as of the close of business on November 27, 2009, of the holders of outstanding Parent Stock Options, restricted stock, performance shares or units, deferred shares, stock units and (B) no shares other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of DSW Preferred Stock were outstanding or reserved for issuanceeach grant to such holders. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of preemptive rights. The Except as otherwise provided in this Section 3.2(c), there are not issued, reserved for issuance or outstanding (i) any shares of DSW Common Stock capital stock or other voting securities of Parent, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or any Parent Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary. Except as otherwise provided in this Section 3.2(c), there are no outstanding obligations of Parent or any Parent Subsidiary to (i) issue, deliver or sell, or cause to be issued issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.2(c) and for payments under Parent Benefit Plans, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to this Agreement will have been duly authorized as which any person is or may be entitled to receive from Parent or a Parent Subsidiary any payment based on the revenues, earnings or financial performance of the Effective Time and, if and when issued Parent or any Parent Subsidiary or assets or calculated in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightstherewith.

Capital Structure. (i) The As of the date of this Agreement, the ----------------- authorized capital stock of DSW Parent consists of 170,000,000 (i) 2,000,000 shares of DSW Parent Common Stock, (ii) 200,000 shares of class A common stock, par value $.01 per share, of Parent ("Parent Class A Common Stock, 100,000,000 ") and (iii) 500,000 shares of DSW Class B Stock and 100,000,000 shares of --------------------------- preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred ---------------- Stock”"). As of At the close of business on January 29November 15, 20111999, (A)(1i) 16,804,965 929,950 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B ----- Parent Common Stock were issued and outstanding outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (including issued ii) 174,560 shares of unvested restricted stockParent Class A Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, and 290 of which are held in the treasury of the Parent; (iii) 618,750 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1997 Executive Stock Option Plan and Parent's 1997 Employee Stock Option Plan (collectively, the "Parent Stock Plans"); (iv) 6,000 shares of Parent Common ------------------ Stock were reserved for future issuance pursuant to Parent's 1997 Employee Stock Purchase Plan (the "Parent Stock Purchase Plan" and, together with the -------------------------- Parent Stock Plans, the "Parent Incentive Plans"); and (2v) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Parent ---------------------- Preferred Stock were outstanding issued or reserved for issuanceoutstanding. All issued and outstanding of the shares of DSW Parent Common Stock, Stock and all shares of DSW the Algos Warrants issuable in exchange for Company Common Stock that may be issued or granted pursuant to at the exercise or vesting of DSW Stock Awards Effective Time in accordance with this Agreement will be, when issued in accordance with the terms thereofso issued, duly authorized, validly issued, free of preemptive rights and, in the case of the shares of the Parent Common Stock, fully paid and non-assessable nonassessable. Each share of Parent Common Stock issuable upon exercise of the Algos Warrants will be fully paid and nonassessable at the time of exercise. As of the date of this Agreement, except for (a) this Agreement, (b) stock options covering not subject in excess of 618,750 shares of Parent Common Stock (collectively, the "Parent Stock ------------ Options") and (c) the Parent Stock Purchase Plan, there are no options, ------- warrants, calls, rights or agreements to which Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Parent or any of its Subsidiaries, or securities convertible into or exchangeable for such capital stock, or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Since November 15, 1999, Parent has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock, other than shares issued in the ordinary course pursuant to the Parent Stock Plans. Except as set forth in Schedule 2.2 of that separate disclosure letter delivered by Parent to the Company at or prior to the execution and delivery by Parent of this Agreement (the "Parent Disclosure ----------------- Schedule"), there are no outstanding contractual obligations of Parent or any of -------- Parent's Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, (iv) requiring the registration for sale of, or (v) granting any preemptive rightsor antidilutive right with respect to, any shares of Parent Common Stock, Parent Class A Common Stock, Parent Preferred Stock or any capital stock of any Subsidiary of Parent. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions hereof and thereof will not, except as set forth in such Transaction Agreements, give rise to any preemptive right or antidilutive right of any Person with respect to any shares of DSW Parent Common Stock, Parent Class A Common Stock, Parent Preferred Stock to be issued pursuant to this Agreement will have been duly authorized as or any capital stock of the Effective Time and, if and when issued in accordance with the terms hereof, will be any Subsidiary of Parent. Each outstanding share of capital stock or other equity interests of each Subsidiary of Parent is duly authorized, validly issued, fully paid paid, nonassessable and non-assessable and not subject to free of preemptive rights, and each such share 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 nature whatsoever.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 200,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 shares 10,000,000 shares, without par value, of preferred stock, without par value of which 6,745,347 shares have been designated as Convertible Preferred Stock, Series D ("Parent Series D Preferred Stock"). Parent has issued rights to purchase shares of Parent Common Stock (the “DSW Preferred Stock”"Parent Rights") that were issued pursuant to the Renewed Rights Agreement dated as of September 25, 1997 (as amended from time to time, the "Parent Rights Agreement"), between Parent and First Chicago Trust Company of New York. As of At the close of business on January 29June 30, 2011, 2003: (A)(1i) 16,804,965 58,313,553 shares of DSW Class A Parent Common Stock and 27,382,667 4,146,255 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Parent Series D Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares outstanding, all of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, which were validly issued, fully paid and non-assessable and not subject to preemptive rights. The nonassessable; (ii) no shares of DSW Parent Common Stock to be issued were held by Parent in its treasury; (iii) 3,331,806 shares of Parent Common Stock were issuable upon the conversion or redemption of the Parent Series D Preferred Stock; (iv) 5,412,710 shares of Parent Common Stock were issuable upon the exercise of the purchase contracts which form a part of Parent's Adjustable Conversion-Rate Equity Security Units ("Parent Units"); and (v) 8,934,167 shares of Parent Common Stock were issuable upon the exercise of outstanding employee or director stock options (the "Parent Employee Stock Options") that were granted pursuant to this Agreement will have been duly authorized any stock plan, program or arrangement of Parent or any Parent Subsidiary (the "Parent Employee Stock Plans"). Except as set forth above, at the close of business on June 30, 2003, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. Other than the Parent Units, 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 must vote. Except as set forth above, as of the Effective Time anddate of this Agreement there are not any Options to which Parent or any Parent Subsidiary is a party or by which any of them is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary, if and when issued in accordance with or obligating Parent or any Parent Subsidiary to issue, transfer, grant or sell any shares of capital stock or other equity interests in, or securities convertible or exchangeable for any capital stock or other equity interests in, Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such Options. All shares of Parent Common Stock that are subject to issuance as aforesaid, upon issuance on the terms hereofand conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable nonassessable. All shares of Parent Common Stock that are subject to issuance pursuant to the Merger, upon issuance pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary, or make any material investment (in the form of a loan, capital contribution or otherwise) in any person other than a Parent Subsidiary. As of the date of this Agreement, the authorized shares of Sub consist of 1,000 common shares, without par value, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (i) The authorized capital stock of DSW JPFI consists of 170,000,000 75,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B JPFI Common Stock and 100,000,000 5,000,000 shares of preferred stock, without par value $.01 per share (the “DSW "JPFI Preferred Stock”"). As of At the close of business on January 29June 24, 2011, 1997: (A)(1i) 16,804,965 22,588,688.61 shares of DSW Class A JPFI Common Stock were is- sued and 27,382,667 outstanding (including shares of DSW Class B restricted JPFI Com- mon Stock); (ii) no shares of JPFI Common Stock were held by JPFI in its treasury; (iii) no shares of JPFI Preferred Stock were issued and outstanding outstanding; (including issued iv) 4,264,329 shares of unvested JPFI Com- mon Stock were reserved for issuance pursuant to all stock op- tion, restricted stock or other stock-based compensation, ben- efits or savings plans, agreements or arrangements in which current or former employees or directors of JPFI or its subsid- iaries participate as of the date hereof, including, without limitation, the JPFI 1994 Stock Incentive Plan, the JPFI Stock Option Plan for Outside Directors and the JPFI 1994 Employee Stock Purchase Plan, complete and correct copies of which, in each case as amended as of the date hereof, have been filed with the JPFI Filed SEC Documents or delivered to RSI (such plans, collectively, the "JPFI Stock Plans"), ; and (2v) no 350,000 shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B JPFI Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights issued pursuant to the exercise or payment Rights Agreement, dated as of February 19, 1996, between JPFI and The Bank of New York, as rights agent (the "JPFI Rights Agreement"). Section 3.2(c) of the JPFI Disclosure Schedule sets forth a complete and correct list, as of June 24, 1997, of the number of shares of JPFI Common Stock subject to employee stock options or other equity-based incentive awards with respect rights to DSW purchase or receive JPFI Common Stock granted under the JPFI Stock Plans (collectivelycol- lectively, "JPFI Employee Stock Options"), the “DSW Stock Awards”); dates of grant and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceexercise prices thereof. All issued and outstanding shares of DSW Common Stockcapital stock of JPFI are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise this Agreement or vesting of DSW Stock Awards otherwise will be, when issued in accordance with the terms thereofissued, duly authorizedau- thorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except as set forth in this Sec- tion 3.2(c), and except for changes since June 24, 1997 re- sulting from the issuance of shares of DSW JPFI Common Stock pur- suant to the JPFI Employee Stock Options or as expressly per- mitted by this Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of JPFI, (B) any securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exer- cisable for shares of capital stock or voting securities of JPFI, (C) any warrants, calls, options or other rights to ac- quire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of JPFI, and (y) there are no outstanding obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued pursuant issued, delivered or sold, any such securities. There are no outstand- ing (A) securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any JPFI subsidiary, (B) warrants, calls, options or other rights to this Agreement will have been duly authorized acquire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any JPFI subsidiary or (C) obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of JPFI subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither JPFI nor any JPFI subsidiary is a party to any agree- ment restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemp- tive or, except as provided by the terms of the Effective Time andJPFI Employee Stock Options, if antidilutive rights with respect to, any securi- ties of the type referred to in the two preceding sentences. Other than the JPFI subsidiaries, JPFI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non- controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate ma- terial to JPFI and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsits subsidiaries as a whole.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 an unlimited number of common shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares an unlimited number of preferred stock, without par value shares (the “DSW Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Stock”). As of At the close of business on January 29August 28, 20112015, (A)(1i) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock 64,183,191 Parent Common Shares were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock Parent Preferred Shares were issued and no shares of DSW Class B Stock were held in treasuryoutstanding, and (3iii) 2,932,580 shares 9,650,493 Parent Common Shares were reserved for future issuance in respect of DSW Class A Stock and no shares awards outstanding under the Parent Benefit Plans, consisting of DSW Class B Stock were 11,570 Parent Common Shares reserved for issuance upon the exercise or payment of outstanding options or other equity-based incentive awards with respect to DSW and 9,638,923 Parent Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or Shares reserved for issuanceissuance upon conversion or settlement of outstanding performance and restricted share units under the Parent Benefit Plans. All issued and outstanding shares of DSW Parent Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Shares are duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to preemptive rights. The shares of DSW all Parent Common Stock Shares to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andMerger Consideration or as Stock Award Payments, if and when so issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and not subject 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 Parent Common Shares may vote.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock 450,000,000 Parent Common Shares and 100,000,000 shares of preferred stock, without par value (the “DSW 50,000,000 Parent Preferred Stock”)Shares. As of At the close of business on January 29April 21, 20112017, (A)(1i) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock 123,753,274 Parent Common Shares were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock Parent Preferred Shares were issued and no shares of DSW Class B Stock were held in treasuryoutstanding, and (3iii) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock 854,215 Parent Common Shares were reserved for issuance upon pursuant to awards outstanding under the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); Parent Equity Plans and (Biv) no shares of DSW Preferred Stock 3,610,370 Parent Common Shares were outstanding or reserved available for issuancegrant under the Parent Equity Plans. All issued and outstanding shares of DSW Common Stockthe beneficial interests of Parent are, and all shares of DSW Parent Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will Shares 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 not subject to free of preemptive rights. The shares of DSW , and all Parent Common Stock Shares and Parent Preferred Shares to be issued pursuant to this Agreement will have been duly authorized Parent LP and provided by Parent LP as of the Effective Time andREIT Common Merger Consideration or the REIT Preferred Merger Consideration, if and when so issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid and paid, non-assessable and not subject to 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 Parent Common Shares or other equity holders of such Parent Subsidiary may vote.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 180,000,000 shares of DSW Class A Common Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock$.001 par value, without par value (the “DSW Preferred Stock”). As as of the close date hereof, of business on January 29, 2011, (A)(1) 16,804,965 which 64,009,818 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including as of February 13, 1998 plus any shares issued on such date upon exercise of options outstanding on such date and 10,000,000 shares of unvested restricted stock)Class II Preferred Stock, (2) no $.01 par value, 1,000,000 shares of DSW Class which (subject to adjustment upward or downward by the Parent's Board of Directors) have been designated Series A Junior Participating Preferred Stock and no shares 1,775,000 of DSW Class B Stock were held in treasury, and which (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise subject to adjustment upward or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued downward in accordance with the terms thereofParent's Certificate of Incorporation, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsas amended) have been designated as Class II Series B Preferred Stock. No shares of the Series A Junior Participating Preferred Stock are issued or outstanding as of the date hereof. The shares of DSW Parent Common Stock to be issued pursuant to this the Merger and upon the exercise of Substitute Options will include a corresponding number of rights (such rights being hereinafter referred to collectively as "Parent Rights") to purchase shares of Series A Junior Participating Stock pursuant to the Rights Agreement will dated as of December 21, 1995 (the "Parent Rights Agreement") between Parent and Xxxxxx Trust and Savings Bank, as Rights Agent. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, $.01 par value, 1,000 shares of which are issued and outstanding and held by Parent. A total of 1,768,421 shares of Class II Series B Preferred Stock are issued and outstanding as of the date hereof. All of the foregoing shares have been duly authorized authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The registered holders of Parent Common Stock have Parent Rights, pursuant to the Parent Rights Agreement. The description and terms of the Parent Rights are set forth in the Parent Rights Agreement. As of the date hereof, Parent has also reserved (i) 864,850 shares of Common Stock for issuance to the Parent's officers, directors, employees or independent contractors or affiliates thereof under the Parent's 1989 Stock Option Plan, (ii) 115,000 shares of Common Stock for issuance to the Chief Executive Officer of the Parent under the Parent's Chief Executive Officer Stock Option Plan, (iii) 2,475,706 shares of Common Stock for issuance to the Parent's officers, directors, employees or independent contractors or affiliates thereof under the Parent's 1991 Stock Option Plan, (iv) 498,000 shares of its Common Stock for issuance to non-employee directors of the Parent under the Parent's Directors' Stock Option Plan, (v) 1,000,000 shares of its Common Stock for issuance to officers, directors, employees, independent contractors or other service providers of the Parent under the 1994 Stock Incentive Plan, (vi) 8,030,251 shares of its Common Stock for issuance to officers, directors, employees, independent contractors or other service providers of the Parent under the Parent's 1995 Employee Incentive Compensation Plan, (vii) 1,768,421 shares (subject to adjustment upward or downward) of its Common Stock for issuance upon conversion of outstanding shares of Class II Series B Preferred Stock, (viii) 8,243,010 shares of Common Stock for issuance upon the election by the holders of 6.75% Convertible Subordinated Notes to convert such notes into shares of Common Stock as provided therein and (ix) 4,160,600 shares of Common Stock for issuance upon the election by the holders of 6.25% Convertible Subordinated Notes to convert such notes into shares of Common Stock as provided therein. As of December 31, 1997, of the 13,474,659 shares of Parent Common Stock reserved for issuance upon exercise of options therefor, 11,861,865 shares remained subject to outstanding options and 1,612,794 shares were reserved for future grant. In addition, pursuant to Parent's Employee Stock Purchase Plan, 300,000 shares of Parent's Common Stock will be issuable to the participants therein for the offering period ending February 28, 1998, provided that all participants continue to contribute at current levels (assuming the purchase price of such shares to be 85% of the fair market value of Parent's Common Stock on the first day of the current offering period). In addition, as of the Effective Time and, if and when issued in accordance with the terms date hereof, will there are outstanding (A) $115,000,000 (aggregate principal amount) of 6 3/4% Convertible Subordinated Notes Due 2001 (the "Notes"), which Notes are (i) convertible at the option of the holder into shares of Parent Common Stock at any time prior to maturity at a conversion price of $13.95 per share (equivalent to a conversion rate of 71.685 shares per $1,000 principal amount of Notes), (ii) redeemable at the option of Parent at any time after November 15, 1999 and (iii) mature on November 15, 2001, and (B) $150,000,000 (aggregate principal amount) of 6.25% Convertible Subordinated Notes Due 2002, which (i) are redeemable at the option of the Purchaser at any time after December 15, 2000 and (ii) mature on December 15, 2002. Except as set forth in the Parent Schedules and for shares of Parent Capital Stock issuable in connection with business combinations or acquisitions of technology pursuant to agreements entered into after the date hereof, there are no other equity securities, 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 duly authorized, validly issued, fully paid and non-assessable and not subject delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or obligating Parent to preemptive rightsgrant, extend or enter into any such equity security, option, warrant, call, right, commitment or agreement.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 (i) 2,000,000 shares of DSW Parent Common Stock, (ii) 200,000 shares of class A common stock, par value $.01 per share, of Parent ("Parent Class A Common Stock, 100,000,000 shares of DSW Class B Stock ") and 100,000,000 (iii) 500,000 shares of preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 29November 15, 20111999, (A)(1i) 16,804,965 929,950 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (including issued ii) 174,560 shares of unvested restricted stockParent Class A Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, and 290 of which are held in the treasury of the Parent; (iii) 618,750 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1997 Executive Stock Option Plan and Parent's 1997 Employee Stock Option Plan (collectively, the "Parent Stock Plans"); (iv) 6,000 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1997 Employee Stock Purchase Plan (the "Parent Stock Purchase Plan" and, together with the Parent Stock Plans, the "Parent Incentive Plans"); and (2v) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Parent Preferred Stock were outstanding issued or reserved for issuanceoutstanding. All issued and outstanding of the shares of DSW Parent Common Stock, Stock and all shares of DSW the Algos Warrants issuable in exchange for Company Common Stock that may be issued or granted pursuant to at the exercise or vesting of DSW Stock Awards Effective Time in accordance with this Agreement will be, when issued in accordance with the terms thereofso issued, duly authorized, validly issued, free of preemptive rights and, in the case of the shares of the Parent Common Stock, fully paid and non-assessable nonassessable. Each share of Parent Common Stock issuable upon exercise of the Algos Warrants will be fully paid and nonassessable at the time of exercise. As of the date of this Agreement, except for (a) this Agreement, (b) stock options covering not subject in excess of 618,750 shares of Parent Common Stock (collectively, the "Parent Stock Options") and (c) the Parent Stock Purchase Plan, there are no options, warrants, calls, rights or agreements to which Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Parent or any of its Subsidiaries, or securities convertible into or exchangeable for such capital stock, or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Since November 15, 1999, Parent has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock, other than shares issued in the ordinary course pursuant to the Parent Stock Plans. Except as set forth in Schedule 2.2 of that separate disclosure letter delivered by Parent to the Company at or prior to the execution and delivery by Parent of this Agreement (the "Parent Disclosure Schedule"), there are no outstanding contractual obligations of Parent or any of Parent's Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, (iv) requiring the registration for sale of, or (v) granting any preemptive rightsor antidilutive right with respect to, any shares of Parent Common Stock, Parent Class A Common Stock, Parent Preferred Stock or any capital stock of any Subsidiary of Parent. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions hereof and thereof will not, except as set forth in such Transaction Agreements, give rise to any preemptive right or antidilutive right of any Person with respect to any shares of DSW Parent Common Stock, Parent Class A Common Stock, Parent Preferred Stock to be issued pursuant to this Agreement will have been duly authorized as or any capital stock of the Effective Time and, if and when issued in accordance with the terms hereof, will be any Subsidiary of Parent. Each outstanding share of capital stock or other equity interests of each Subsidiary of Parent is duly authorized, validly issued, fully paid paid, nonassessable and non-assessable and not subject to free of preemptive rights, and each such share 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 nature whatsoever.

Capital Structure. (i) The Except as otherwise contemplated by this Agreement, the authorized capital stock of DSW Parent (the "Parent Capital Stock") consists of 170,000,000 250,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value $1.00 per share. Pursuant to a Certificate of Designation of Series A Participating Cumulative Preferred Stock, on October 16, 1987, the Board of Directors of Parent created a series of 1,250,000 shares of preferred stock designated as the "Series A Participating Cumulative Preferred Stock", par value $1.00 per share, which series was increased to 2,500,000 shares by an amendment to such Certificate of Designation filed with the Secretary of State of the State of Delaware on June 4, 1993 (the “DSW "Parent Series A Preferred Stock”"). As The shares of Parent Series A Preferred Stock are issuable in connection with the rights to purchase shares of Parent Series A Preferred Stock (the "Parent Rights") that were issued pursuant to the Rights Agreement dated October 16, 1987 (as amended from time to time, the "Parent Rights Agreement"), between Parent and The First National Bank of Boston. At the close of business on January 29December 4, 2011, 1996: (A)(1i) 16,804,965 146,672,452 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued outstanding, all of which were validly issued, fully paid and outstanding (including issued shares of unvested restricted stock)nonassessable, (2) no shares of DSW Class A Stock and no shares of DSW Class B Parent Series A Preferred Stock, or of any other series of preferred stock of Parent, were outstanding; (ii) 12,250 shares of Parent Common Stock were held by Parent in its treasury, ; (iii) 8,602,526 shares of Parent Common Stock were reserved for issuance in connection with the granting of Directors share rights and upon the exercise of outstanding employee stock options (the "Parent Employee Stock Options") that were granted pursuant to the Parent's employee stock plans set forth in Section 3.02(c) of the Parent Disclosure Letter (the "Parent Employee Stock Plans"); (iv) 2,500,000 shares of Parent Series A Preferred Stock were reserved for issuance in connection with the Parent Rights; and (3v) 2,932,580 6,504,000 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment conversion of options or other equity-based incentive awards with respect to DSW Common Stock Parent's 5.5% Convertible Subordinated Notes due June 23, 2000 (collectivelythe "Parent Convertible Notes"). Except as set forth above, at the “DSW Stock Awards”); and (B) close of business on December 4, 1996, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding. Except as set forth above, 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 stockholders of the Company must vote. Except as set forth above and except as set forth in Section 3.02(c) of the Parent Disclosure Letter, as of the date of this Agreement, there are not any Options to which Parent or any Parent Subsidiary is a party or by which any of them is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to issue, transfer, grant or sell any shares of capital stock or other equity interests in, or securities convertible or exchangeable for any capital stock or other equity interests in, Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such Options. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Parent Common Stock that may be issued or granted are subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofwhich they are issuable, will be duly authorized, validly issued, fully paid and non-assessable and not nonassessable. All shares of Parent Common Stock that are subject to preemptive rightsissuance pursuant to the Merger, upon issuance pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.02(c) of the Parent Disclosure Letter, as of the date of 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, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary or any other person. As of the date of this Agreement, the authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (i) Schedule 4.7 sets forth a true and correct copy of Vintacom Stock Ledger. The authorized capital stock of DSW Vintacom consists of 170,000,000 shares an unlimited number of DSW Class A Stock“A”, 100,000,000 shares “B”, “C”, “D”, “E”, “F”, “G”, “H”, “I”, “J”, “K” and “L” shares, of DSW Class B which: Classes “A”, “B”, “C” and “D” are common, voting participating shares; Classes “E”, “F”, “G” and “H” are non-voting participating shares; and “Classes “I”, “J”, “K” and “L” are non-voting, non-participating shares, all as reflected on Vintacom Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”)Ledger. As of the close Closing Date, a total of business on January 298,150,000 Class “A” shares, 20118,150,000 Class “B” shares, (A)(1) 16,804,965 4,861,130 Class “C” shares of DSW and 500,000 Class A Stock and 27,382,667 “D” shares of DSW Class B Stock were issued and outstanding (including comprising 21,661,130 issued shares in aggregate) all of unvested restricted stock)which are owned (legally and beneficially) solely by the Shareholders with good and marketable title thereto, (2) free and clear of all Liens. Except as described above, there will be no shares of DSW Class A Stock and no shares voting or non-voting capital stock, equity interests or other securities of DSW Class B Stock were held in treasuryVintacom authorized, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were issued, reserved for issuance upon or otherwise outstanding at the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceClosing. All issued and of the outstanding shares of DSW Common Stock, and all shares of DSW Common Vintacom Capital Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, are duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to preemptive to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. The There are no bonds, debentures, notes or other Indebtedness of Vintacom having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of Vintacom are eligible or required to vote. There are no other outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which Vintacom is a party or bound obligating Vintacom to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other voting securities of Vintacom Capital Stock (“Securities Rights”) or obligating Vintacom to issue, grant, extend or enter into any agreement to issue, grant or extend any Securities Rights that will survive the Closing. There are no outstanding contractual obligations of Vintacom to repurchase, redeem or otherwise acquire any shares (or options to acquire any such shares) or other security or equity interest of Vintacom Capital Stock which will survive the Closing. All of the issued and outstanding shares of DSW Common Vintacom Capital Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when were issued in accordance compliance with all applicable Law and are owned solely by the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsShareholders.

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of DSW Parent consists of 170,000,000 750,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 545,454 shares of DSW Class B Stock and 100,000,000 shares of preferred stockSeries A Convertible Preferred Stock, without par value $0.01 per share (the “DSW Series A Preferred Stock”), 283,018 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), and 28,398,213 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Parent Preferred Stock”). As of The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on January 29June 28, 2011, 2013 (A)(1i) 16,804,965 184,550,886 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (including issued ii) 545,454 shares of unvested restricted stock)Series A Preferred Stock were issued and outstanding, (2iii) no 283,018 shares of DSW Class A Series B Preferred Stock were issued and no outstanding, (iv) 28,398,213 shares of DSW Class B Series C Preferred Stock were held in treasuryissued and outstanding, and (3v) 2,932,580 22,381,923 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of options or other equityunder Parent’s Equity Plan and Parent’s Non-based incentive awards with respect to DSW Common Executive Director Stock Plan (collectivelytogether, the “DSW Parent Stock AwardsPlans”); , and (Bvi) no shares of DSW Preferred Stock 9,051,661 Parent OP Units were outstanding or reserved for issuanceissued and outstanding. All issued and outstanding shares of DSW Common Stock, and all shares the capital stock of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Parent are duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to preemptive rights. The all shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andMerger Consideration, if and when so issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid and non-assessable assessable. All Parent OP Units to be issued as the Partnership Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized and not subject validly issued. No class of capital stock is entitled to preemptive rights. Except as disclosed in ‎ ‎Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares an unlimited number of DSW Class A StockParent Subordinate Voting Shares, 100,000,000 shares an unlimited number of DSW Class B Stock Multiple Voting Shares and 100,000,000 shares an unlimited number of preferred stockPreference Shares, without par value (the “DSW Preferred Stock”)issuable in series. As of the close date of business on January 29, 2011, this Agreement (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stockexcept as otherwise noted), (2i) no shares of DSW Class A Stock 170,327,693 Parent Subordinate Voting Shares (plus any Parent Subordinate Voting Shares issued since October 10, 2003 pursuant to outstanding grants under Parent employee benefit plans ("Parent Plans")) and no shares of DSW Class B Stock were held in treasury39,065,950 Multiple Voting Shares are issued and outstanding, (ii) 23,420,224 Parent Subordinate Voting Shares are reserved for issuance pursuant to outstanding grants under Parent Plans (less any Parent Subordinate Voting Shares issued since October 10, 2003, pursuant to outstanding grants under the Parent Plans, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were plus any grants made after September 29, 2003 under the Parent Plans), 13,309,349 Parent Subordinate Voting Shares are reserved for issuance upon exercise of authorized but unissued stock options under Parent Plans (less any grants made after September 29, 2003 under the exercise or payment Parent Plans), and 6,722,992 Parent Subordinate Voting Shares have been reserved for issuance upon conversion of options or other equity-based incentive awards with respect to DSW Common Stock Parent's outstanding Liquid Yield Option™ Notes(1) Due 2020 (collectively"XXXXx"), the “DSW Stock Awards”); (iii) 39,065,950 Parent Subordinate Voting Shares are reserved for issuance upon conversion of outstanding Multiple Voting Shares and (Biv) no Preference Shares are issued, reserved for issuance or outstanding. Except as set forth above, and except as contemplated by the parenthetical in clause (ii), no shares of DSW Preferred Stock were outstanding capital stock or other equity or voting securities of Parent are issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that Parent Subordinate Voting Shares which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andParent Plans will, if and when issued in accordance with the terms hereofissued, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. Other than the XXXXx, there are not any 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 matters on which stockholders of Parent may vote. Other than the Parent Subordinate Voting Shares issuable in (1) ™ Trademark of Xxxxxxx Xxxxx & Co., Inc. connection with the Merger and the capital stock described in the second sentence of this Section 3.3, there are not any Options of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such Option. Except for repurchase obligations pursuant to the indenture governing the XXXXx, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating Parent to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of Parent or any securities of the type described in the two immediately preceding sentences. None of the outstanding equity securities of Parent was issued in violation of the Securities Act or any Legal Requirement.

Capital Structure. (i) The Except as set forth in Item 5.2 of the ----------------- -------- Parent Letter, the authorized capital stock of DSW Parent consists of 170,000,000 960,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock common stock (the "Parent Shares") and 100,000,000 30,000,000 shares of preferred ------------- stock. At the close of business on March 23, without par value 2001, (the “DSW Preferred Stock”)i) 484,040,320 Parent Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights and (ii) 6,311,910 Parent Shares were held by Parent in its treasury. As of the close of business on January 29April 24, 20112001, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock there were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were 25,554,954 Parent Shares reserved for issuance upon pursuant to outstanding options to purchase Parent Shares (the exercise "Parent Stock Options") -------------------- granted under Parent's 1996 Stock Plan, its Stock Plan for Non-Officer Employees, its 1996 Stock Plan for Non-Employee Directors, and the Xxxxxxxx International Stock Plan (the "Parent Stock Incentive Plans"), and, as of the ---------------------------- close of business on February 28, 2001, there were 15,122,521 Parent Shares reserved for the grant of additional awards under Parent Stock Incentive Plans. The numbers of shares of capital stock and options described in the immediately preceding sentences have not materially changed as of the date of this Agreement, except for adjustments made in connection with the April 23, 2001 spin-off of Xxxxxxxx Communications Group, Inc. from Parent. As of the date of this Agreement, except as set forth above, no Parent Shares were issued, reserved for issuance or payment of options outstanding and there are not any phantom stock or other equity-based incentive awards contractual rights the value of which is determined in whole or in part by the value of any capital stock of Parent ("Parent Stock Equivalents"). There ------------------------ are no outstanding stock appreciation rights with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares capital stock of DSW Preferred Stock were Parent. Each outstanding or reserved for issuance. All issued and outstanding shares of DSW Common StockParent Share is, and all shares of DSW Common Stock that each Parent Share which may be issued or granted pursuant to the exercise or vesting of DSW Parent Stock Awards Plans will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares There are no outstanding bonds, debentures, notes or other indebtedness of DSW Common Stock Parent having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement will have been duly authorized vote) on any matter on which Parent's stockholders may vote. Except as set forth above or in Item 5.3 of the -------- Parent Letter, as of the Effective Time anddate of this Agreement, if and when issued in accordance with the terms hereofthere are no securities, will options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its Significant Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Significant Subsidiaries to issue, deliver or sell or create, or cause to be duly authorized, validly issued, fully paid and non-assessable and not subject delivered or sold or created, additional shares of capital stock or other voting securities or Parent Stock Equivalents of Parent or of any of its Significant Subsidiaries or obligating Parent or any of its Significant Subsidiaries to preemptive rightsissue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Significant Subsidiaries.

Capital Structure. (i) The authorized capital stock of DSW Berkshire ----------------- consists of 170,000,000 1,500,000 shares of DSW Berkshire Class A Common Stock, 100,000,000 50,000,000 shares of DSW Berkshire Class B Stock Common Stock, and 100,000,000 1,000,000 shares of preferred stock, without no par value per share (the “DSW "Berkshire Preferred Stock”"). As Subject to such changes as may occur after May 1, 1998, and subject in the case of the close clauses (i) and (iii) to adjustment as a result of business on January 29conversions of Berkshire Class A Common Stock into Berkshire Class B Common Stock, 2011there were, as of May 1, 1998: (A)(1i) 16,804,965 1,192,905 shares of DSW Berkshire Class A Stock and 27,382,667 Common Stock, 1,448,918 shares of DSW Berkshire Class B Common Stock, and no shares of Berkshire Preferred Stock were issued and outstanding outstanding; (including issued ii) 163,583 shares of unvested restricted stock), Berkshire Class A Common Stock held by Berkshire in its treasury; (2iii) 35,787,150 shares of Berkshire Class B Common Stock reserved for issuance upon conversion of Berkshire Class A Common Stock; (iv) no shares of DSW Class A Stock and no shares of DSW Berkshire Class B Common Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of authorized but unissued options or other equity-based incentive awards with respect to DSW Common under Berkshire's 1996 Stock (collectively, the “DSW Stock Awards”)Option Plan; and (Bv) 15,669 shares of Berkshire Class B Common Stock issuable upon exercise of outstanding options under Berkshire's 1996 Stock Option Plan. Except as set forth in this Section 4.3(c), no shares of DSW Preferred Stock were outstanding capital stock or other equity securities of Berkshire are issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Berkshire are, and all shares of DSW Holding Company Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, be when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The All shares of DSW Holding Company Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andwill, if and when issued in accordance with the terms hereof, will be duly authorized, validly so issued, fully paid be registered under the Securities Act for such issuance and non-assessable registered under the Exchange Act, be registered or exempt from registration under any applicable state securities laws, and not be listed on the NYSE, subject to preemptive rightsofficial notice of issuance. Except as set forth in this Section 4.3(c), there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Berkshire having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Berkshire may vote. Except as set forth in this Section 4.3(c), and except as set forth in the Agreement with respect to Holding Company and the Merger Subsidiaries, there are no outstanding securities, options, warrants, calls, or rights obligating Berkshire or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Berkshire or any of its subsidiaries or obligating Berkshire or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, or right.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 (i) 100,000,000,000 shares of DSW Class A Stock, 100,000,000 Parent Common Stock and (ii) 2,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”). As of the close of business on January 29June 30, 20112008, there were: (i) 5,648,781 shares of Parent Common Stock issued and outstanding, (A)(1ii) 16,804,965 11,666,195 shares of DSW Class A Parent Common Stock and 27,382,667 issuable upon conversion of 3,227.3617 shares of DSW Class B Stock were issued and outstanding Parent Preferred Stock, (including issued iii) 163 shares of unvested restricted stock), Parent Common Stock held in the treasury of Parent; (2iv) no 52,818 shares of DSW Class A Parent Common Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect pursuant to DSW Common Stock Parent’s stock option plans (collectively, the “DSW Parent Stock AwardsPlans”); (v) 1,293,820 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; and (Bvi) warrants representing the right to purchase 9,461,725 shares of Parent Common Stock; Except as set forth above, as of the close of business on June 30, 2008 there were no shares of DSW Preferred Stock were outstanding capital stock or other equity securities of Parent issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will as described above shall be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance connection with the terms hereofMerger (x) shall, will when issued, be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights, and (y) shall be issued in compliance in all material respects with all applicable federal and state securities laws and applicable rules and regulations promulgated thereunder. As of the Effective Time of the Merger, the Board of Directors of Parent shall have reserved for issuance a number of shares of Parent Common Stock as is required by the Company Warrants to be assumed by Parent pursuant to Section 2.03. Except as set forth above and in the Rights Agreement, dated as of October 31, 2001, between Parent and the American Stock Transfer & Trust Company, 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien, and as of the Closing Date, all the issued and outstanding shares of the common stock of Merger Sub shall be owned by Parent free and clear of any Lien.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW Parent consists of 170,000,000 500,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 shares of preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 29April 30, 2011, 2004: (A)(1i) 16,804,965 120,174,520 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding; (including issued shares of unvested restricted stock), (2ii) no shares of DSW Class A Parent Preferred Stock were issued and no outstanding; (iii) 17,501 shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and ; (3iv) 2,932,580 5,873,576 shares of DSW Class A Parent Common Stock were subject to issuance under outstanding options or awards under the 1991 Stock Option Plan of Mesa, Inc., 1996 Incentive Plan of Mesa, Inc., Xxxxxx & Xxxxxxx Long-Term Incentive Plan, Parent's Long-Term Incentive Plan (as amended), Parent's Employee Stock Purchase Plan (as amended) and no any other stock option, stock bonus, stock award, or stock purchase plan, program or arrangement of Parent or any of Parent's Subsidiaries or any predecessor thereof (collectively, "Parent Stock Plans") (excluding shares subject to issuance under Parent's Employee Stock Purchase Plan (as amended)); (v) 6,420,865 shares of DSW Class B Parent Common Stock were reserved for issuance pursuant to awards that may be granted (other than currently outstanding awards) pursuant to the Parent Stock Plans (excluding shares subject to issuance under Parent's Employee Stock Purchase Plan (as amended)); (vi) 500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”)Parent Rights; and (Bvii) no shares of DSW Preferred Stock were outstanding or reserved for issuanceVoting Debt was issued and outstanding. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, Parent capital stock are validly issued, fully paid paid, and non-assessable nonassessable and not subject to preemptive rights. The When shares of DSW Common Stock subject to be issued or reserved for issuance pursuant to this Agreement will have been duly authorized as of the Effective Time andapplicable Parent Stock Plans or the Parent Rights are issued, if and when issued in accordance with the terms hereof, such shares will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.2(b) of the Parent Disclosure Schedule, all outstanding shares of capital stock of the Subsidiaries of Parent are validly issued, fully paid and nonassessable, are not subject to preemptive rights, and are owned by Parent or a direct or indirect wholly owned Subsidiary of Parent free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.2(b) or on Schedule 3.2(b) of the Parent Disclosure Schedule, and except for changes since April 30, 2004 resulting from the grant or exercise of stock options granted prior to the date hereof pursuant to, or from issuances or purchases under, Parent Stock Plans, and except for changes from the grant or exercise of stock options under Parent's Employee Stock Purchase Plan, or as contemplated by this Agreement, there are outstanding: (i) no shares of capital stock, Voting Debt or other voting securities of Parent; (i) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of Parent or any Subsidiary of Parent; and (i) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent or of any Subsidiary of Parent or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not as of the date hereof 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 that will limit in any way the solicitation of proxies by or on behalf of Parent from, or the casting of votes by, the stockholders of Parent with respect to the Merger. There are no restrictions on Parent to vote the stock of any of its Subsidiaries. Except as set forth on Schedule 3.2(b) of the Parent Disclosure Schedule, there are no agreements requiring Parent or any Subsidiary of Parent to make contributions to the capital of, or lend or advance funds to, any Subsidiary of Parent. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares an unlimited number of DSW Class A StockParent Subordinate Voting Shares, 100,000,000 shares an unlimited number of DSW Class B Stock Multiple Voting Shares and 100,000,000 shares an unlimited number of preferred stockPreference Shares, without par value (the “DSW Preferred Stock”)issuable in series. As of the close date of business on January 29, 2011, this Agreement (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stockexcept as otherwise noted), (2i) no shares of DSW Class A Stock 170,327,693 Parent Subordinate Voting Shares (plus any Parent Subordinate Voting Shares issued since October 10, 2003 pursuant to outstanding grants under Parent employee benefit plans ("Parent Plans")) and no shares of DSW Class B Stock were held in treasury39,065,950 Multiple Voting Shares are issued and outstanding, (ii) 23,420,224 Parent Subordinate Voting Shares are reserved for issuance pursuant to outstanding grants under Parent Plans (less any Parent Subordinate Voting Shares issued since October 10, 2003, pursuant to outstanding grants under the Parent Plans, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were plus any grants made after September 29, 2003 under the Parent Plans), 13,309,349 Parent Subordinate Voting Shares are reserved for issuance upon exercise of authorized but unissued stock options under Parent Plans (less any grants made after September 29, 2003 under the exercise or payment Parent Plans), and 6,722,992 Parent Subordinate Voting Shares have been reserved for issuance upon conversion of options or other equity-based incentive awards with respect to DSW Common Stock Parent's outstanding Liquid Yield Option(TM) Notes(1) Due 2020 (collectively"XXXXx"), the “DSW Stock Awards”); (iii) 39,065,950 Parent Subordinate Voting Shares are reserved for issuance upon conversion of outstanding Multiple Voting Shares and (Biv) no Preference Shares are issued, reserved for issuance or outstanding. Except as set forth above, and except as contemplated by the parenthetical in clause (ii), no shares of DSW Preferred Stock were outstanding capital stock or other equity or voting securities of Parent are issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that Parent Subordinate Voting Shares which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andParent Plans will, if and when issued in accordance with the terms hereofissued, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. Other than the XXXXx, there are not any 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 matters on which stockholders of Parent may vote. Other than the Parent Subordinate Voting Shares issuable in connection with the Merger and the capital stock described in the second sentence of this Section 3.3, there are not any Options of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such Option. Except for repurchase obligations pursuant to the indenture governing the XXXXx, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating Parent to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of Parent or any securities of the type described in the two immediately preceding sentences. None of the outstanding equity securities of Parent was issued in violation of the Securities Act or any Legal Requirement.

Capital Structure. (i) The authorized capital stock of DSW JPFI consists ----------------- of 170,000,000 75,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B JPFI Common Stock and 100,000,000 5,000,000 shares of preferred stock, without par value $.01 per share (the “DSW "JPFI Preferred Stock”"). As of At the close of business on January 29June 24, 2011, 1997: (A)(1i) 16,804,965 22,588,688.61 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B JPFI Common Stock were issued and outstanding (including issued shares of unvested restricted stockJPFI Common Stock), ; (2ii) no shares of DSW Class A JPFI Common Stock and were held by JPFI in its treasury; (iii) no shares of DSW Class B JPFI Preferred Stock were held issued and outstanding; (iv) 4,264,329 shares of JPFI Common Stock were reserved for issuance pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in treasurywhich current or former employees or directors of JPFI or its subsidiaries participate as of the date hereof, including, without limitation, the JPFI 1994 Stock Incentive Plan, the JPFI Stock Option Plan for Outside Directors and the JPFI 1994 Employee Stock Purchase Plan, complete and correct copies of which, in each case as amended as of the date hereof, have been filed with the JPFI Filed SEC Documents or delivered to RSI (such plans, collectively, the "JPFI Stock Plans"); and (3v) 2,932,580 350,000 shares of DSW Class A Stock and no shares of DSW Class B JPFI Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights issued pursuant to the exercise or payment Rights Agreement, dated as of February 19, 1996, between JPFI and The Bank of New York, as rights agent (the "JPFI Rights Agreement"). Section 3.2(c) of the JPFI Disclosure Schedule sets forth a complete and correct list, as of June 24, 1997, of the number of shares of JPFI Common Stock subject to employee stock options or other equity-based incentive awards with respect rights to DSW purchase or receive JPFI Common Stock granted under the JPFI Stock Plans (collectively, "JPFI Employee Stock Options"), the “DSW Stock Awards”); dates of grant and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceexercise prices thereof. All issued and outstanding shares of DSW Common Stockcapital stock of JPFI are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise this Agreement or vesting of DSW Stock Awards otherwise will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except as set forth in this Section 3.2(c), and except for changes since June 24, 1997 resulting from the issuance of shares of DSW JPFI Common Stock pursuant to the JPFI Employee Stock Options or as expressly permitted by this Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of JPFI, (B) any securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of JPFI, (C) any warrants, calls, options or other rights to acquire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of JPFI, and (y) there are no outstanding obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued pursuant issued, delivered or sold, any such securities. There are no outstanding (A) securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any JPFI subsidiary, (B) warrants, calls, options or other rights to this Agreement will have been duly authorized acquire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any JPFI subsidiary or (C) obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of JPFI subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither JPFI nor any JPFI subsidiary is a party to any agreement restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the Effective Time andJPFI Employee Stock Options, if and when issued antidilutive rights with respect to, any securities of the type referred to in accordance with the terms hereoftwo preceding sentences. Other than the JPFI subsidiaries, will be duly authorized, validly issued, fully paid and JPFI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-assessable controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to JPFI and not subject to preemptive rightsits subsidiaries as a whole.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 Parent Common Stock, of which 13,620,292 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued as of October 29, 2003, and 4,500,000 shares of unvested restricted stockPreferred Stock, $.01 par value, none of which is issued or outstanding. The authorized capital stock of Merger Sub consists of 3,000 shares of Common Stock, $.01 par value, 100 shares of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable, and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of October 29, 2003, Parent had reserved 1,464,525 shares of Parent Common Stock for issuance pursuant to Parent's 1986 Stock Plan, 1987 Stock Plan, 1996 Stock Plan, 1997 Stock Plan, 1999 Stock Plan, 2001 Nonqualified Stock Option Plan, and 2002 Stock Incentive Plan (collectively, the "Parent Stock Option Plan"), (2) no under which --------------------------- options were outstanding for 832,445 shares, and 395,715 shares of DSW Class A Parent Common Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW outstanding warrants (which as of October 29, 2003 are outstanding for an aggregate of 395,715 shares of Parent Common Stock). All shares of Parent Common Stock (collectivelysubject to issuance as aforesaid, upon issuance on the “DSW Stock Awards”); terms and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted conditions specified in the instruments pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofwhich they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable nonassessable. Since August 1, 2003, there have been no amendments of any Parent stock options or warrants and not subject no changes in the capital structure of Parent other than issuances of Parent Common Stock upon the exercise of options granted under the Parent Stock Option Plan or the exercise of outstanding warrants. All outstanding shares of Parent Common Stock that were issued pursuant to preemptive rightsthe exercise of options granted under the Parent Stock Option Plan were validly issued in transactions either exempt from the registration requirements of the Securities Act or pursuant to registration statements filed under the Securities Act and in accordance with any applicable state securities laws.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”). As , of which there were issued and outstanding, as of the close of business on January 29September 15, 20112005, the following shares of Parent Common Stock: (i) 20,397,210 shares of Class A Common Stock, (A)(1ii) 16,804,965 319,388 shares of DSW Class A B Common Stock and 27,382,667 (iii) 319,388 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) C Common Stock. There are no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Parent Preferred Stock. There are no other outstanding shares of capital stock or voting securities, and all there are a sufficient number of authorized shares of DSW Parent Common Stock that may be issued or granted available to satisfy all outstanding commitments to issue any shares of Parent Capital Stock pursuant to (i) the exercise or vesting of DSW options outstanding as of such date under Parent’s 2003 Long Term Incentive Compensation Plan (the “Parent Stock Awards will beOption Plan”), when issued in accordance with (ii) the terms thereofof this Agreement, and (iii) all other outstanding capital stock issuance obligations. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free and clear of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, the Articles of Amendment or Restatement or Bylaws, each as amended, of Parent or any agreement to which Parent is a party or by which it is bound. Parent has issued or granted 506,175 phantom shares under the Parent Stock Option Plan. There are no contracts, commitments or agreements relating to voting, purchase or sale of Parent’s capital stock between or among Parent and any of its stockholders except as contemplated hereby. True and complete copies of all material agreements and instruments relating to or issued under the Parent Stock Option Plan have been provided or made available to the Company (including through the SEC’s XXXXX Database) and such agreements 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 or made available to the Company. All outstanding shares of Parent Common Stock and all options to purchase Parent Common Stock were issued in compliance with all applicable federal and state securities laws. The shares of DSW Common Parent Capital Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andAgreement, if and when issued in accordance with the terms hereofthis Agreement, will be duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to preemptive rightsfree and clear of any Liens other than Liens created by or imposed upon the holders thereof.

Capital Structure. (i) The authorized capital stock of DSW Geon consists of 170,000,000 shares of DSW Class A Stock, (i) 100,000,000 shares of DSW Class B Geon Common Stock and 100,000,000 (ii) 10,000,000 shares of preferred stock, without par value (the “DSW "Geon Authorized Preferred Stock”"). As of At the close of business on January 29May 5, 2011, 2000 (A)(1the "Geon Measurement Date"): (i) 16,804,965 24,332,625 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Geon Common Stock were issued and outstanding outstanding; (including issued ii) 3.642,823 shares of unvested restricted stock), Geon Common Stock were held by Geon in its treasury; (2iii) no shares of DSW Class A Geon Authorized Preferred Stock were issued or outstanding; and no (iv) 4,925,956 shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Geon Common Stock were reserved for issuance upon pursuant to the exercise or payment plans as set forth in Section 3.1(c)(iv) of options or other equity-based incentive awards with respect to DSW Common Stock the Geon Disclosure Schedule (collectively, the “DSW "Geon Stock Awards”Plans"); and , of which 4,208,856 shares are subject to outstanding employee stock options or other rights to purchase or receive Geon Common Stock granted under the Geon Stock Plans (B) no shares of DSW Preferred collectively, the "Geon Employee Stock were outstanding or reserved for issuanceOptions"). All issued and outstanding shares of DSW Common Stockcapital stock of Geon are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except (i) as set forth in this Section 3.1(c), (ii) for changes since the Geon Measurement Date resulting from the issuance of shares of DSW Geon Common Stock pursuant to be the Geon Employee Stock Options, (iii) for outstanding rights issued pursuant to this Agreement will have been duly authorized the Geon Rights Agreement, and (iv) as permitted by Section 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Geon, (B) any securities of Geon convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Geon or (C) any warrants, calls, options or other rights to acquire from Geon or any Geon subsidiary, and no obligation of Geon or any Geon subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Geon and (y) there are no outstanding obligations of Geon or any Geon subsidiary to repurchase, redeem or otherwise acquire any such securities or, other than agreements entered into with respect to the Geon Stock Plans in effect as of the Effective Time andclose of business on the Geon Measurement Date, if and when issued in accordance with the terms hereofto issue, will deliver or sell, or cause to be duly authorized, validly issued, fully paid delivered or sold, any such securities. Section 3.1(c) of the Geon Disclosure Schedule provides a summary of the number of Geon Employee Stock Options and non-assessable each award (including restricted stock, deferred stock and not subject performance shares) outstanding under the Geon Stock Plans (each, a "Geon Award") as of the close of business on the Geon Measurement Date. Neither Geon nor any Geon subsidiary is a party to preemptive rightsany voting agreement with respect to the voting of any such securities. There are no outstanding (A) securities of Geon or any Geon subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Geon subsidiary, (B) warrants, calls, options or other rights to acquire from Geon or any Geon subsidiary, and no obligation of Geon or any Geon subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Geon subsidiary or (C) obligations of Geon or any Geon subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Geon subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (i) The Except as otherwise contemplated by this Agreement, the authorized capital stock of DSW Parent (the "Parent Capital Stock") consists of 170,000,000 250,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stock, without par value $1.00 per share. Pursuant to a Certificate of Designation of Series A Participating Cumulative Preferred Stock, on October 16, 1987, the Board of Directors of Parent created a series of 1,250,000 shares of preferred stock designated as the "Series A Participating Cumulative Preferred Stock", par value $1.00 per share, which series was increased to 2,500,000 shares by an amendment to such Certificate of Designation filed with the Secretary of State of the State of Delaware on June 4, 1993 (the “DSW "Parent Series A Preferred Stock”"). As The shares of Parent Series A Preferred Stock are issuable in connection with the rights to purchase shares of Parent Series A Preferred Stock (the "Parent Rights") that were issued pursuant to the Rights Agreement dated October 16, 1987 (as amended from time to time, the "Parent Rights Agreement"), between Parent and The First National Bank of Boston. At the close of business on January 29, 2011, December 4 ,1996: (A)(1i) 16,804,965 146,672,452 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued outstanding, all of which were validly issued, fully paid and outstanding (including issued shares of unvested restricted stock)nonassessable, (2) no shares of DSW Class A Stock and no shares of DSW Class B Parent Series A Preferred Stock, or of any other series of preferred stock of Parent, were outstanding; (ii) 12,250 shares of Parent Common Stock were held by Parent in its treasury, ; (iii) 8,602,526 shares of Parent Common Stock were reserved for issuance in connection with the granting of Directors share rights and upon the exercise of outstanding employee stock options (the "Parent Employee Stock Options") that were granted pursuant to the Parent's employee stock plans set forth in Section 3.02(c) of the Parent Disclosure Letter (the "Parent Employee Stock Plans"); (iv) 2,500,000 shares of Parent Series A Preferred Stock were reserved for issuance in connection with the Parent Rights; and (3v) 2,932,580 6,504,000 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment conversion of options or other equity-based incentive awards with respect to DSW Common Stock Parent's 5.5% Convertible Subordinated Notes due June 23, 2000 (collectivelythe "Parent Convertible Notes"). Except as set forth above, at the “DSW Stock Awards”); and (B) close of business on December 4, 1996, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding. Except as set forth above, 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 stockholders of the Company must vote. Except as set forth above and except as set forth in Section 3.02(c) of the Parent Disclosure Letter, as of the date of this Agreement, there are not any Options to which Parent or any Parent Subsidiary is a party or by which any of them is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to issue, transfer, grant or sell any shares of capital stock or other equity interests in, or securities convertible or exchangeable for any capital stock or other equity interests in, Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such Options. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Parent Common Stock that may be issued or granted are subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofwhich they are issuable, will be duly authorized, validly issued, fully paid and non-assessable and not nonassessable. All shares of Parent Common Stock that are subject to preemptive rightsissuance pursuant to the Merger, upon issuance pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.02(c) of the Parent Disclosure Letter, as of the date of 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, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary or any other person. As of the date of this Agreement, the authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (ia) The As of the Effective Date, the authorized capital stock of DSW SFNL consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Common Stock and 100,000,000 -0- shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011Effective Date, (A)(1i) 16,804,965 41,175,247 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Common Stock were issued and outstanding outstanding, (including issued ii) 58,824,753 shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Common Stock were held in treasurythe treasury of SFNL, and (3iii) 2,932,580 -0- shares of DSW Class A Stock and no shares of DSW Class B Common Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common under outstanding SFNL Stock (collectivelyOptions, the “DSW Stock Awards”); including stock appreciation rights, performance units and stock units, and (Biv) no shares of DSW Preferred Stock preferred stock were outstanding issued or reserved for issuanceoutstanding. All issued and the outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, SFNL’s capital stock are duly authorized, validly issued, fully paid and non-assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) (“SFNL Voting Debt”) of SFNL or any of its Subsidiaries issued and outstanding. The shares of Common Stock issuable upon conversion of the Notes have been reserved for issuance and, when issued upon conversion of the Notes in accordance with the terms thereof, will be duly authorized, validly issued and fully paid and non assessable and not subject to preemptive rights. The Except as set forth above, as described in SFNL SEC Documents and for the transactions contemplated by this Agreement, (x) there are no shares of DSW Common Stock capital stock of SFNL authorized, issued or outstanding and (y) there are no existing (A) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of SFNL or any of its Subsidiaries, obligating SFNL or any of its Subsidiaries to issue, transfer or sell or cause to be issued pursuant to this Agreement will have been duly authorized issued, transferred or sold any shares of capital stock or SFNL Voting Debt of, or other equity interest in, SFNL or any of its Subsidiaries except as noted in Schedule 5.3, Note and Warrant Schedule as of the Effective Time and12/31/2007, if and when issued (B) securities convertible into or exchangeable for such shares or equity interests except as noted in accordance with the terms hereofSchedule 5.2 or (C) obligations of SFNL or any of its Subsidiaries to grant, will be duly authorizedextend or enter into any such option, validly issuedwarrant, fully paid and non-assessable and not subject to call, preemptive rightsright, subscription or other right, convertible security, agreement, arrangement or commitment.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 25,000,000 shares of DSW Class A Stock, 100,000,000 Parent Common Stock and 25,000,000 shares of DSW Class B Preferred Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”)value. As of At the close of business on January 29November 26, 20111996, (A)(1i) 16,804,965 8,585,000 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (including issued ii) zero shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 not more than 538,000 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of outstanding employee and director stock options or other equity-based incentive awards with respect to DSW purchase shares of Parent Common Stock (collectively, the “DSW Stock Awards”); and (Biv) no shares of DSW Parent Preferred Stock were outstanding outstanding. Except as set forth above and for amounts which in the aggregate are not material, at the close of business on November __, 1996, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuanceissuance or outstanding. Other than the options referred to in clause (iii) above and as disclosed in Parent SEC Documents (as defined in Section 3.2(d)), as of the date of this Agreement, there are no material amounts of outstanding securities convertible into Parent Common Stock. All issued and outstanding shares of DSW Common Stockcapital stock of the Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofhereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The As of the date of this Agreement, the authorized capital stock of each Sub consists of 1,000 shares of DSW Common Stock to be issued pursuant to this Agreement will common stock, par value $.01 per share, 100 shares of which have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, are fully paid and non-assessable nonassessable and not subject to preemptive rightsare owned by Parent free and clear of any Liens.

Capital Structure. (i) The authorized capital stock of DSW JPFI consists of 170,000,000 75,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B JPFI Common Stock and 100,000,000 5,000,000 shares of preferred stock, without par value $.01 per share (the “DSW "JPFI Preferred Stock”"). As of At the close of business on January 29June 24, 2011, 1997: (A)(1i) 16,804,965 22,588,688.61 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B JPFI Common Stock were issued and outstanding (including issued shares of unvested restricted stockJPFI Common Stock), ; (2ii) no shares of DSW Class A JPFI Common Stock and were held by JPFI in its treasury; (iii) no shares of DSW Class B JPFI Preferred Stock were held issued and outstanding; (iv) 4,264,329 shares of JPFI Common Stock were reserved for issuance pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in treasurywhich current or former employees or directors of JPFI or its subsidiaries participate as of the date hereof, including, without limitation, the JPFI 1994 Stock Incentive Plan, the JPFI Stock Option Plan for Outside Directors and the JPFI 1994 Employee Stock Purchase Plan, complete and correct copies of which, in each case as amended as of the date hereof, have been filed with the JPFI Filed SEC Documents or delivered to RSI (such plans, collectively, the "JPFI Stock Plans"); and (3v) 2,932,580 350,000 shares of DSW Class A Stock and no shares of DSW Class B JPFI Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights issued pursuant to the exercise or payment Rights Agreement, dated as of February 19, 1996, between JPFI and The Bank of New York, as rights agent (the "JPFI Rights Agreement"). Section 3.2(c) of the JPFI Disclosure Schedule sets forth a complete and correct list, as of June 24, 1997, of the number of shares of JPFI Common Stock subject to employee stock options or other equity-based incentive awards with respect rights to DSW purchase or receive JPFI Common Stock granted under the JPFI Stock Plans (collectively, "JPFI Employee Stock Options"), the “DSW Stock Awards”); dates of grant and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceexercise prices thereof. All issued and outstanding shares of DSW Common Stockcapital stock of JPFI are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise this Agreement or vesting of DSW Stock Awards otherwise will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except as set forth in this Section 3.2(c), and except for changes since June 24, 1997 resulting from the issuance of shares of DSW JPFI Common Stock pursuant to the JPFI Employee Stock Options or as expressly permitted by this Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of JPFI, (B) any securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of JPFI, (C) any warrants, calls, options or other rights to acquire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of JPFI, and (y) there are no outstanding obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued pursuant issued, delivered or sold, any such securities. There are no outstanding (A) securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any JPFI subsidiary, (B) warrants, calls, options or other rights to this Agreement will have been duly authorized acquire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any JPFI subsidiary or (C) obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of JPFI subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither JPFI nor any JPFI subsidiary is a party to any agreement restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the Effective Time andJPFI Employee Stock Options, if and when issued antidilutive rights with respect to, any securities of the type referred to in accordance with the terms hereoftwo preceding sentences. Other than the JPFI subsidiaries, will be duly authorized, validly issued, fully paid and JPFI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-assessable controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to JPFI and not subject to preemptive rightsits subsidiaries as a whole.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 1,100,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 500,000 shares of preferred stock, without par value $.10 per share (the “DSW Preferred Stock”"PARENT PREFERRED STOCK"). As of At the close of business on January 29February 7, 20112000, (A)(1i) 16,804,965 541,972,678 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding including associated Preferred Share Purchase Rights issued pursuant to the Rights Agreement, dated June 18, 1991 and amended as of May 17, 1995, between the Company and The Chase Manhattan Bank (including issued shares of unvested restricted stockas successor to Manufacturers Hanover Trust Company), as Rights Agent, (2ii) no shares of DSW Class A Parent Preferred Stock were issued and no outstanding, (iii) 89,008,601 shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iv) 2,932,580 approximately 87,179,000 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for future issuance upon the exercise pursuant to Parent's various stock option and stock purchase plans described in, or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectivelyincorporated by reference in, the “DSW Parent SEC Documents (defined below in Section 4.2(d)). Except as set forth above, at the close of business on February 7, 2000 and except for the Parent Preferred Stock Awards”); and (B) issuable upon exercise of the Preferred Share Purchase Rights described above, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The As of the date of this Agreement, there are outstanding 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. As of the date of this Agreement, the authorized capital stock of Merger Subsidiary consists of 1,000 shares of DSW Common Stock to be issued pursuant to this Agreement will common stock, par value $.01 per share, all of which have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, are fully paid and non-assessable nonassessable and not subject to preemptive rightsare owned by Parent free and clear of any Liens.

Capital Structure. (ia) 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 DSW consists of 170,000,000 shares of DSW Class A ("Parent Common Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011, (A)(1") 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were that are issued and outstanding (as of the date of this Agreement, including issued the number of shares of unvested restricted stockParent's common stock that are so issued and outstanding and the number of shares of Parent 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"), (2B) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were have been reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect warrants to DSW purchase shares of Parent Common Stock (collectively, the “DSW Stock Awards”); "Reserved Parent Warrant Shares") and (BC) no shares that have been reserved for issuance upon exercise of options to purchase shares of DSW Preferred Parent Common Stock were outstanding or reserved for issuance("Reserved Parent Option Shares"). All of the issued and outstanding shares of DSW Parent Common StockStock have been duly and validly authorized and issued and are fully paid and 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 shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will beReserved Parent Option Shares, when issued in accordance with upon the terms thereofdue exercise of the underlying options, will be duly authorized, and validly issued, authorized and issued and fully paid and non-assessable nonassessable. All the shares of Parent Common Stock have been duly and not subject to 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 rightsrights of any 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 DSW Parent Common Stock to be issued pursuant to this Agreement the Merger will have been be duly and validly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofissued, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rightswill be issued in compliance with all applicable Federal and state securities laws and regulations. The authorized capital stock of Acquiring Corp consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 1,000 shares are issued and outstanding and 5,000,000 shares of preferred stock, $0.001 par value per share, of which none are issued and outstanding.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 500,000,000 shares of DSW Class A common stock, $0.001 par value (“Parent Common Stock”), 100,000,000 shares of DSW Class B Stock and 100,000,000 10,000,000 shares of preferred stock, without $0.001 par value value, 60 of which are designated Series A Convertible Preferred Stock (the “DSW Preferred StockParent Series A Preferred”). As There were issued and outstanding as of the close of business on January 29the date hereof, 2011, (A)(1) 16,804,965 439,073 shares of DSW Class A Parent Common Stock and 27,382,667 55.4 shares of DSW Class B Stock were issued and outstanding (including issued Parent Series A Preferred. The shares of unvested restricted stock)Parent Common Stock to be issued pursuant to the Merger will be duly authorized, (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasuryvalidly issued, fully paid, and (3) 2,932,580 shares non-assessable, free of DSW Class A Stock and any liens or encumbrances. There are no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, capital stock or voting securities and all no outstanding commitments to issue any shares of DSW Common Stock that may be issued capital stock or granted voting securities after the date hereof, other than pursuant to the exercise or vesting of DSW options outstanding as of such date under Parent’s 2000 Equity Incentive Plan (the “Parent Stock Awards will be, when issued in accordance with Option Plan”) and pursuant to conversion of the terms thereof, outstanding shares of Parent Series A Preferred. All outstanding shares of Parent Common Stock and Parent Series A Preferred are duly authorized, validly issued, fully paid and non-assessable and are free of any 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. As of the date hereof, Parent has reserved 6,500 shares of Parent Common Stock for issuance to employees, consultants and directors pursuant to the Parent Stock Option Plan, of which no shares have been issued pursuant to option exercises or direct stock purchases, 3,873 shares are subject to outstanding, unexercised options, no shares are subject to outstanding stock purchase rights, and 2,627 shares are available for issuance thereunder, and 686,755 shares of Parent Common Stock for issuance upon conversion of outstanding shares of Parent Series A Preferred. Since September 30, 2005, Parent has not issued or granted additional options under the Parent Stock Option Plan. Except for (i) the rights created pursuant to this Agreement and the Parent Stock Option Plan and (ii) Parent’s rights to repurchase any unvested shares under the Parent Stock Option Plan or the stock option agreements thereunder, and (iii) warrants and convertible securities listed on Schedule 3.2, 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 of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Parent’s capital stock (i) between or among Parent and any of its stockholders and (ii) to the best of Parent’s knowledge, between or among any of Parent’s stockholders. True and complete copies of all agreements and instruments relating to or issued under the Parent Stock Option Plan have been made available to Company and such agreements 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 made available to Company. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will under the Parent Stock Option Plan have either been duly authorized as of registered under the Effective Time and, if and when Securities Act or were issued in accordance with transactions which qualified for exemptions under, either Section 4(2) of, or Rule 701 under, the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsSecurities Act for stock issuances under compensatory benefit plans.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares of DSW Class A Stock, (i) 100,000,000 shares of DSW Class B Stock Parent Common Stock, of which 11,650,000 shares were outstanding as of September 30, 2006 and 100,000,000 (ii) 1,000,000 shares of preferred stock, without $.0001 par value (the “DSW Preferred Stock”)value, none of which are outstanding. As of the close of business on January 29, 2011, (A)(1) 16,804,965 No shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Parent Common Stock (collectivelyhave been issued between August 16, 2005 and the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuancedate hereof. All issued and outstanding shares of DSW Common Stock, and all shares the capital stock of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Parent are duly authorized, validly issued, fully paid and non-assessable nonassessable, and not subject no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. The As of the date hereof, there are (i) options with an exercise price of $10.00 per unit to purchase up to 225,000 units issued to the underwriter in Parent’s initial public offering completed pursuant to a final prospectus of Parent, dated July 28, 2006, as filed under the Securities Act (the “IPO”), each unit consisting of a single share of Parent Common Stock and a single warrant to purchase a single share of Parent Common Stock, and (ii) 9,400,000 outstanding warrants with an exercise price of $6.00 per share issued in the IPO (the “Parent Warrants”) and no other issued or outstanding rights to acquire capital stock from Parent. All outstanding shares of DSW Parent Common Stock and all outstanding Parent Warrants have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects, other applicable laws and regulations, and (y) all requirements set forth in any applicable Parent contract. Parent has delivered to Company complete and correct copies of the Parent Warrants including all documents relating thereto. All shares of Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of in connection with the Effective Time andMerger and the other transactions contemplated hereby will, if and when issued in accordance with the terms hereof, will be have been duly authorized, be validly issued, fully paid and non-assessable assessable, free and not subject clear of all Liens (as defined in Article X). Except as set forth in Section 2.1(b) of the Parent Disclosure Schedule, or as contemplated by this Agreement, there are no registration rights and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to preemptive rightswhich Parent is a party or by which the Parent is bound with respect to any equity securities of any class of Parent.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 400,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 10,000,000 shares of DSW Class B Stock Series Common Stock, $.01 per share, of Parent ("Series Stock") and 100,000,000 10,000,000 shares of preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred Stock”"). As of the close of business on January 29March 10, 20111998, there were: (A)(1i) 16,804,965 171,120,069 shares of DSW Class A Parent Common Stock issued and 27,382,667 outstanding; (ii) 7,702,009 shares of DSW Class B Parent Common Stock were issued and outstanding held in the treasury of Parent; (including issued iii) 12,189,852 shares of unvested restricted stockParent Common Stock reserved for issuance pursuant to Parent's stock option and stock purchase plans (such plans, collectively, the "Parent Stock Plans"), ; (2iv) 15,002,581 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; and (v) no shares of DSW Class A Series Stock or Parent Preferred Stock outstanding. Except as set forth above and except for shares of junior participating preferred stock issuable pursuant to the Rights Agreement, dated as of October 15, 1996, between Parent and First Chicago Trust Company of New York, as of the close of business on March 10, 1998 there were no shares of DSW Class B Stock were held in treasurycapital stock or other equity securities of Parent issued, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceoutstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards as described above will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The There are no outstanding bonds, debentures, notes or other indebtedness or debt 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 stockholders of the Parent may vote. Except as set forth above or in Section 3.02(b) of the disclosure schedule delivered by Parent and Sub to the Company at the time of execution of this Agreement (the "Parent Disclosure Schedule"), 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Common Stock capital stock or other equity or voting securities of Parent or obligating Parent to be issued pursuant issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to this Agreement will have been duly authorized as repurchase, redeem or otherwise acquire or make any payment in respect of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsany shares of capital stock of Parent.

Capital Structure. (i) The authorized capital stock of DSW Parent ----------------- consists of 170,000,000 500,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 500,000 shares of preferred stock, without $.001 par value per share (the “DSW "Parent Preferred Stock”"). As No shares of Parent Preferred Stock are outstanding on the date of this Agreement. At the close of business on January 29April 26, 20111997, (A)(1i) 16,804,965 69,652,669 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 7,588,774 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon exercise of outstanding options to purchase shares of Parent Common Stock granted to employees of or consultants to Parent or its subsidiaries or affiliates under the terms of Parent's 1994 Amended and Restated Long-Term Incentive Compensation Plan (the "Parent Stock Option Plan"), (iv) 9,896,181 shares of Parent Common Stock were reserved for issuance upon exercise of Parent's outstanding convertible subordinated notes, as described in Parent SEC Documents (as defined below), (v) 500,000 shares of Parent Common Stock were reserved or payment available for issuance under the terms of the Parent's Employee Stock Purchase Plan, as described in the Parent SEC Documents, (vi) 750,000 shares of Parent Common Stock were reserved or available for issuance under the terms of the Parent's 1996 Non-Employee Directors' Stock Plan, as described in the Parent SEC Documents, and (vii) the number of shares of Parent Common Stock available for issuance upon exercise of options or other equity-based incentive awards with respect issued under the terms of the Parent Stock Option Plan automatically increases to DSW Common Stock (collectively, 20% of the “DSW Stock Awards”); and (B) no shares total number of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Parent Common Stock, as described in the Parent SEC Documents. Except as set forth above, at the close of business on April 26, 1997, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding, and since April 26, 1997 until the date hereof no shares of capital stock or other voting securities have been issued by Parent except (y) upon the exercise of options or other rights outstanding at April 26, 1997 under the plans listed in the third sentence of this subsection (b), and (z) the issuance of not more than 56,769 shares of Parent Common Stock in connection with acquisitions. All outstanding shares of capital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares Except for the Convertible Subordinated Notes due 2001 and the Convertible Subordinated Notes due 2003 as described in the Parent SEC Documents, there are no bonds, debentures, notes or other indebtedness of DSW Common Stock Parent having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement will have been duly authorized vote) on any matters on which stockholders of Parent may vote. Except as set forth above, as of the Effective Time anddate of this Agreement, if 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, except for options and when issued in accordance other equity compensation granted by Parent with respect to no more than 4,000,000 shares of Parent Common Stock since April 26, 1997. There are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. As of the terms hereofdate of this Agreement, will be duly authorizedthe authorized capital stock of Sub consists of 1,000 shares of common stock, no par value per share, of which 100 shares have been validly issued, all of which are fully paid and non-assessable nonassessable and not subject to preemptive rightsare owned by Parent free and clear of any Liens.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW Parent consists of 170,000,000 500,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 of which 192,778,481 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As were outstanding as of the close of business on January 29May 22, 20111998, (A)(1) 16,804,965 and 10,000,000 shares of DSW Class A Preferred Stock, par value $.001 per share (the "Parent Preferred Shares"), of which 500,000 shares were outstanding as of the close of business on May 22, 1998. All of the outstanding Parent Common Stock and 27,382,667 Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of March 31, 1998, there were 20,676,281 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon pursuant to the exercise or payment Parent 1987 Supplemental Stock Option Plan, the Parent 1991 Stock and Incentive Plan, the Parent 1995 Nonemployee Director Plan and the Parent Employer Stock Purchase Plan; and 2,012,095 shares of options or other equity-based incentive awards with respect to DSW Parent Common Stock are reserved for issuance pursuant to stock plans of Parent which are no longer active and stock plans assumed by Parent in connection with a number of previous business combinations; and that at the May 13, 1998 meeting of the Parent Board of Directors, the Board approved the Parent 1998 Broad-Based Stock Incentive Plan, pursuant to which 5,767,159 shares are reserved for issuance (collectively, the “DSW "Parent Stock Awards”Plans"); and (B) no shares . Each of DSW Preferred Stock were outstanding or reserved for issuance. All issued and the outstanding shares of DSW Common Stock, and all shares capital stock or other securities of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Parent's Subsidiaries is duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rightsowned by a direct or indirect wholly owned subsidiary of Parent, free and clear of any Liens. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized Except as set forth above, as of the Effective Time anddate hereof there are no preemptive or other outstanding rights, if options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and when no securities or obligations evidencing such rights are authorized, issued in accordance or outstanding. 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 terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsstockholders of Parent on any matter ("Parent Voting Debt").

Capital Structure. (i) The authorized capital stock of DSW Sports Authority consists of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Sports Authority Common Stock and 100,000,000 5,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”)$.01 per share. As of At the close of business on January 29April 27, 2011, 1998: (A)(1i) 16,804,965 31,732,167 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Sports Authority Common Stock were issued and outstanding outstanding; (including issued ii) 49,231 shares of unvested restricted stock), Sports Authority Common Stock were held by Sports Authority in its treasury; (2iii) no shares of DSW Class A Sports Authority Preferred Stock were issued and no outstanding; (iv) 4,711,240 shares of DSW Class B Sports Authority Common Stock were held in treasuryreserved for issuance pursuant to the Stock Option Plan, the 1996 Stock Option and Restricted Stock Plan, the Director Stock Option Plan, the Employee Stock Purchase Plan and the Management Stock Purchase Plan, complete and correct copies of which have been delivered to Woolworth (such plans, collectively, the "Sports Authority Stock Plans"); and (3v) 2,932,580 4,580,964 shares of DSW Class A Stock and no shares of DSW Class B Sports Authority Common Stock were reserved for issuance upon conversion of Sports Authority's 5.25% Convertible Subordinated Notes due 2001 (the exercise or payment "Sports Authority Convertible Securities"). Section 3.1(c) of the Sports Authority Disclosure Schedule sets forth a complete and correct list, as of April 27, 1998, of the number of shares of Sports Authority Common Stock subject to employee stock options or other equity-based incentive awards with respect rights to DSW purchase or receive Sports Authority Common Stock granted under the Sports Authority Stock Plans (collectively, "Sports Authority Employee Stock Options"), the “DSW Stock Awards”); dates of grant and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceexercise prices thereof. All issued and outstanding shares of DSW Common Stockcapital stock of Sports Authority are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The Except as set forth in this Section 3.1(c) and except for changes since April 27, 1998 resulting from the issuance of shares of DSW Sports Authority Common Stock pursuant to the Sports Authority Employee Stock Options, the Sports Authority Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Sports Authority, (B) any securities of Sports Authority or any Sports Authority subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Sports Authority, (C) any warrants, calls, options or other rights to acquire from Sports Authority or any Sports Authority subsidiary, and any obligation of Sports Authority or any Sports Authority subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Sports Authority, and (y) there are no outstanding obligations of Sports Authority or any Sports Authority subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued pursuant to this Agreement will have been duly authorized issued, delivered or sold, any such securities. Except as set forth in Section 3.1(c) of the Effective Time andSports Authority Disclosure Schedule, if there are no outstanding (A) securities of Sports Authority or any Sports Authority subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Sports Authority subsidiary, (B) warrants, calls, options or other rights to acquire from Sports Authority or any Sports Authority subsidiary, and when issued any obligation of Sports Authority or any Sports Authority subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Sports Authority subsidiary or (C) obligations of Sports Authority or any Sports Authority subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Sports Authority subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except as set forth in accordance with Section 3.1(c) of the Sports Authority Disclosure Schedule, neither Sports Authority nor any Sports Authority subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms hereofof the Sports Authority Employee Stock Options and the Sports Authority Convertible Securities, will be duly authorizedantidilutive rights with respect to, validly issuedany securities of the type referred to in the two preceding sentences. Other than the Sports Authority subsidiaries, fully paid and Sports Authority does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-assessable controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to Sports Authority and not subject to preemptive rightsits subsidiaries as a whole.

Capital Structure. (i) The authorized capital stock of DSW Purchaser consists of 170,000,000 (i) 900,000,000 shares of DSW Class A Purchaser Common Stock, of which 138,212,614 shares were outstanding as of October 20, 2003 and (ii) 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stockPreferred Stock, without par value (the “DSW Preferred Stock”)value, none of which are outstanding. As Except for Purchaser Common Stock issued upon exercise of the close of business on January 29Purchaser Stock Options, 2011, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Purchaser Common Stock (collectivelyhave been issued between October 20, 2003 and the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuancedate hereof. All issued and outstanding shares of DSW Common Stockthe capital stock of Purchaser are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. Other than shares of Purchaser Common Stock reserved for issuance in connection with Purchaser's 6.00% equity security units and 2,585,665 shares of Purchaser Common Stock reserved for issuance under the Purchaser ESPP (as defined in Section 4.2(b)), there were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Purchaser other than the employee or director stock options exercisable for shares of Purchaser Common Stock (the "Purchaser Stock Options") representing in the aggregate the right to purchase no more than 6,531,093 shares of Purchaser Common Stock under any stock option or similar plan of Purchaser (the "Purchaser Stock Plans") or otherwise. All shares of Purchaser Common Stock to be issued in connection with the Merger and the other transactions contemplated hereby (including, without limitation, all shares of DSW Purchaser Common Stock that may to be issued or granted pursuant to upon exercise of the exercise or vesting of DSW Stock Awards will beConverted Options) will, when issued in accordance with the terms thereofhereof, have been duly authorized, validly issued, fully paid and non-assessable assessable, free and not clear of all Liens (as defined in Section 8.13(h)). Section 3.1(b) of the Purchaser Disclosure Schedule sets forth a complete and correct list of (x) as of October 23, 2003, the number of shares of Purchaser Common Stock subject to preemptive rights. The Purchaser Stock Options or other rights to purchase or receive Purchaser Common Stock granted under the Purchaser Stock Plans or otherwise, and the date of grant, vesting date, expiration date, exercise price and holder of each such Purchaser Stock Option, (y) as of October 23, 2003, the number of shares of DSW restricted Purchaser Common Stock outstanding, and the date of grant, vesting date, expiration date and holder of each such share of restricted Purchaser Common Stock and (z) the total amount of deductions to be issued withheld for the quarterly pay period ending August 29, 2003, with respect to purchases to be made pursuant to this Agreement will have been duly authorized as the Purchaser ESPP. As of the Effective Time and, if and when issued in accordance with the terms date hereof, will be duly authorizedthere are no shareholder agreements, validly issued, fully paid and non-assessable and not subject voting trusts or other agreements or understandings to preemptive rightswhich Purchaser is a party or by which it is bound relating to the voting of any shares of the capital stock of Purchaser.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW Parent consists of 170,000,000 500,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 shares of preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 29April 30, 2011, 2004: (A)(1i) 16,804,965 120,174,520 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding; (including issued shares of unvested restricted stock), (2ii) no shares of DSW Class A Parent Preferred Stock were issued and no outstanding; (iii) 17,501 shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and ; (3iv) 2,932,580 5,873,576 shares of DSW Class A Parent Common Stock were subject to issuance under outstanding options or awards under the 1991 Stock Option Plan of Mesa, Inc., 1996 Incentive Plan of Mesa, Inc., Parker & Parsley Long-Term Incentive Plan, Parent's Long-Term Incentivx Xxxx (ax xxxxxed), Parent's Employee Stock Purchase Plan (as amended) and no any other stock option, stock bonus, stock award, or stock purchase plan, program or arrangement of Parent or any of Parent's Subsidiaries or any predecessor thereof (collectively, "Parent Stock Plans") (excluding shares subject to issuance under Parent's Employee Stock Purchase Plan (as amended)); (v) 6,420,865 shares of DSW Class B Parent Common Stock were reserved for issuance pursuant to awards that may be granted (other than currently outstanding awards) pursuant to the Parent Stock Plans (excluding shares subject to issuance under Parent's Employee Stock Purchase Plan (as amended)); (vi) 500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”)Parent Rights; and (Bvii) no shares of DSW Preferred Stock were outstanding or reserved for issuanceVoting Debt was issued and outstanding. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, Parent capital stock are validly issued, fully paid paid, and non-assessable nonassessable and not subject to preemptive rights. The When shares of DSW Common Stock subject to be issued or reserved for issuance pursuant to this Agreement will have been duly authorized as of the Effective Time andapplicable Parent Stock Plans or the Parent Rights are issued, if and when issued in accordance with the terms hereof, such shares will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.2(b) of the Parent Disclosure Schedule, all outstanding shares of capital stock of the Subsidiaries of Parent are validly issued, fully paid and nonassessable, are not subject to preemptive rights, and are owned by Parent or a direct or indirect wholly owned Subsidiary of Parent free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.2(b) or on Schedule 3.2(b) of the Parent Disclosure Schedule, and except for changes since April 30, 2004 resulting from the grant or exercise of stock options granted prior to the date hereof pursuant to, or from issuances or purchases under, Parent Stock Plans, and except for changes from the grant or exercise of stock options under Parent's Employee Stock Purchase Plan, or as contemplated by this Agreement, there are outstanding: (i) no shares of capital stock, Voting Debt or other voting securities of Parent; (i) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of Parent or any Subsidiary of Parent; and (i) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent or of any Subsidiary of Parent or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not as of the date hereof 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 that will limit in any way the solicitation of proxies by or on behalf of Parent from, or the casting of votes by, the stockholders of Parent with respect to the Merger. There are no restrictions on Parent to vote the stock of any of its Subsidiaries. Except as set forth on Schedule 3.2(b) of the Parent Disclosure Schedule, there are no agreements requiring Parent or any Subsidiary of Parent to make contributions to the capital of, or lend or advance funds to, any Subsidiary of Parent. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (i) The authorized capital stock of DSW Capital Growth consists of 170,000,000 (a) 25,000,000 shares of DSW Class Capital Growth Common Stock $0.0001 par value per share, (b) 100,000 shares of Capital Growth Series A Preferred Stock, 100,000,000 none of which has been issued, (c) 100,000 shares of DSW Class Capital Growth Series B Stock and 100,000,000 Preferred Stock, none of which has been issued (except for those shares of Capital Growth Series B Preferred Stock issued pursuant to the terms hereof), (d) and 4,800,000 of “blank check” preferred stock, without par value (the “DSW Preferred Stock”)none of which has been issued. As of the close date of business on January 29, 2011, this Agreement: (A)(11) 16,804,965 17,115,754 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Capital Growth Common Stock were issued and outstanding (including issued shares of unvested restricted stock), outstanding; and (2) no shares of DSW Class Capital Growth Series A Preferred Stock or Capital Growth Series B Preferred Stock were issued or outstanding. Except as described above and with respect to the outstanding convertible debentures and stock options of Capital Growth, there were no shares of DSW Class B Stock were held in treasuryvoting or non-voting capital stock, and (3) 2,932,580 shares equity interests or other securities of DSW Class A Stock and no shares of DSW Class B Stock were Capital Growth authorized, issued, reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceotherwise outstanding. All issued and outstanding shares of DSW Common Stock, and all shares of DSW Common Capital Growth Series B Preferred Stock that may to be issued or granted pursuant to in connection with the exercise or vesting consummation of DSW Stock Awards the transactions contemplated by this Agreement will be, when issued in accordance with the terms thereofhereof, duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to preemptive to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. The Except as provided hereunder, neither Capital Growth, nor 20/20 Mergeco 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 DSW Capital Growth Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when were issued in accordance compliance in all material respects with the terms hereofall applicable federal and state securities laws. The authorized capital stock of each 20/20 Mergeco consists of 1,000 shares of common stock, will be 100 of which are duly authorized, validly issued, issued and fully paid and non-assessable assessable, and not subject to preemptive rightsall of which are, and at the Closing Date will be, owned by Capital Growth free and clear of any Liens.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares an unlimited number of DSW Class A StockParent Subordinate Voting Shares, 100,000,000 shares an unlimited number of DSW Class B Stock Multiple Voting Shares and 100,000,000 shares an unlimited number of preferred stockPreference Shares, without par value (the “DSW Preferred Stock”)issuable in series. As of the close date of business on January 29, 2011, this Agreement (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stockexcept as otherwise noted), (2i) no shares of DSW Class A Stock 170,327,693 Parent Subordinate Voting Shares (plus any Parent Subordinate Voting Shares issued since October 10, 2003 pursuant to outstanding grants under Parent employee benefit plans (“Parent Plans”)) and no shares of DSW Class B Stock were held in treasury39,065,950 Multiple Voting Shares are issued and outstanding, (ii) 23,420,224 Parent Subordinate Voting Shares are reserved for issuance pursuant to outstanding grants under Parent Plans (less any Parent Subordinate Voting Shares issued since October 10, 2003, pursuant to outstanding grants under the Parent Plans, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were plus any grants made after September 29, 2003 under the Parent Plans), 13,309,349 Parent Subordinate Voting Shares are reserved for issuance upon exercise of authorized but unissued stock options under Parent Plans (less any grants made after September 29, 2003 under the exercise or payment Parent Plans), and 6,722,992 Parent Subordinate Voting Shares have been reserved for issuance upon conversion of options or other equity-based incentive awards with respect to DSW Common Stock Parent’s outstanding Liquid Yield OptionTM Notes(1) Due 2020 (collectively, the “DSW Stock AwardsXXXXx”); , (iii) 39,065,950 Parent Subordinate Voting Shares are reserved for issuance upon conversion of outstanding Multiple Voting Shares and (Biv) no Preference Shares are issued, reserved for issuance or outstanding. Except as set forth above, and except as contemplated by the parenthetical in clause (ii), no shares of DSW Preferred Stock were outstanding capital stock or other equity or voting securities of Parent are issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that Parent Subordinate Voting Shares which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andParent Plans will, if and when issued in accordance with the terms hereofissued, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. Other than the XXXXx, there are not any 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 matters on which stockholders of Parent may vote. Other than the Parent Subordinate Voting Shares issuable in connection with the Merger and the capital stock described in the second sentence of this Section 3.3, there are not any Options of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such Option. Except for repurchase obligations pursuant to the indenture governing the XXXXx, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating Parent to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of Parent or any securities of the type described in the two immediately preceding sentences. None of the outstanding equity securities of Parent was issued in violation of the Securities Act or any Legal Requirement.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 400,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 10,000,000 shares of DSW Class B Stock Series Common Stock, $.01 per share, of Parent ("Series Stock") and 100,000,000 10,000,000 shares of preferred stock, without par value $.01 per share, of Parent (the “DSW "Parent Preferred Stock”"). As of the close of business on January 29March 10, 20111998, there were: (A)(1i) 16,804,965 171,120,069 shares of DSW Class A Parent Common Stock issued and 27,382,667 outstanding; (ii) 7,702,009 shares of DSW Class B Parent Common Stock were issued and outstanding held in the treasury of Parent; (including issued iii) 12,189,852 shares of unvested restricted stockParent Common Stock reserved for issuance pursuant to Parent's stock option and stock purchase plans (such plans, collectively, the "Parent Stock Plans"), ; (2iv) 15,002,581 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; and (v) no shares of DSW Class A Series Stock or Parent Preferred Stock outstanding. Except as set forth above and except for shares of junior participating preferred stock issuable pursuant to the Rights Agreement, dated as of October 15, 1996, between Parent and First Chicago Trust Company of New York, as of the close of business on March 10, 1998 there were no shares of DSW Class B Stock were held in treasurycapital stock or other equity securities of Parent issued, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceoutstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards as described above will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The There are no outstanding bonds, debentures, notes or other indebtedness or debt 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 stockholders of Parent may vote. Except as set forth above or in Section 3.02(b) of the disclosure schedule delivered by Parent and Sub to the Company at the time of the execution of this Agreement (the "Parent Disclosure Schedule"), 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Common Stock capital stock or other equity or voting securities of Parent or obligating Parent to be issued pursuant issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to this Agreement will have been duly authorized as repurchase, redeem or otherwise acquire or make any payment in respect of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsany shares of capital stock of Parent.

Capital Structure. (i) The authorized capital stock of DSW the Company consists of 170,000,000 25,000,000 shares of DSW Class A Company Common Stock, 100,000,000 shares of DSW Class B Stock par value $.01 per share, and 100,000,000 5,000,000 shares of preferred stock, without par value $.01 per share (the “DSW "Company Preferred Stock”"). As of the close of business on January 29September 30, 20111998, there were: (A)(1i) 16,804,965 12,396,721 shares of DSW Class A Company Common Stock issued and 27,382,667 outstanding; (ii) 918,254 shares of DSW Class B Company Common Stock were issued and outstanding held in the treasury of the Company or held by Subsidiaries; (including issued iii) 2,370,000 shares of unvested restricted stock), (2) no shares of DSW Class A Company Common Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon exercise of Company Stock Options available for grant pursuant to the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Company Stock (collectively, the “DSW Stock Awards”)Plans; and (Biv) 2,450,000 shares of Company Common Stock issuable upon conversion of currently outstanding Debentures. As of the close of business on September 30, 1998, there were 1,993,900 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as is set forth in Section 3.01(c)(iii) of the Company Disclosure Schedule. Except as set forth above, as of the close of business on September 30, 1998, there were no shares of DSW Preferred Stock were outstanding capital stock or other equity securities of the Company issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of the Company are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Company Stock Awards Plans and the Debentures will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The All securities issued by the Company were issued in compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. Other than the Debentures, there are no outstanding bonds, debentures, notes or other indebtedness or debt securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (collectively, "Voting Debt"). Except as set forth above and except pursuant to the Stock Option Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW capital stock or other equity or voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than the Stock Option Agreement and except as disclosed in Section 3.01(c) of the Company Disclosure Schedule, (i) there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any of its Subsidiaries and (ii) to the knowledge of the Company, there are no irrevocable proxies with respect to shares of capital stock of the Company or any of its Subsidiaries. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities of the Company or any of its Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company or any of its Subsidiaries with respect to securities of the Company or any of its Subsidiaries. Since September 30, 1998, except as disclosed in Section 3.01(c) of the Company Disclosure Schedule, the Company has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company or any of its Subsidiaries, other than (1) pursuant to the Stock Option Agreement, (2) the grant of any employee stock options prior to the date of this Agreement will have been duly authorized as pursuant to the Company Stock Plans, (3) the issuance of Company Common Stock upon exercise of the Effective Time andoptions granted pursuant to the Company Stock Plans prior to the date of this Agreement and (4) upon conversion of Debentures outstanding on such date; (B) repurchased, if and when issued in accordance with redeemed or otherwise acquired, directly or indirectly through one or more Subsidiaries, any shares of capital stock of the terms hereofCompany or any of its Subsidiaries; or (C) declared, will be duly authorizedset aside, validly issuedmade or paid to the stockholders of the Company or any of its Subsidiaries dividends or other distributions on the outstanding shares of capital stock of the Company or any of its Subsidiaries (excluding dividends declared, fully set aside, made or paid and non-assessable and not subject by wholly owned Subsidiaries to preemptive rightsthe Company or any wholly owned Subsidiaries).

Capital Structure. (i) The As of the date hereof, the authorized capital stock of DSW Parent consists of 170,000,000 35,000,000 shares of DSW Class A Parent Common Stock, 100,000,000 shares of DSW Class B Stock par value $.01 per share, and 100,000,000 5,000,000 shares of preferred stock, without $.01 par value (the “DSW Preferred Stock”)per share. As of At the close of business on January 29December 14, 2011, 1995: (A)(1i) 16,804,965 18,546,075 shares of DSW Class A Parent Common Stock are issued and 27,382,667 outstanding, and an aggregate of 1,960,957 shares of DSW Class B Parent Common Stock are reserved for issuance pursuant to Parent's Amended and Restated Stock Option Plan for Key Employees and Parent's Stock Option Plan for Nonemployee Directors (collectively, the "Parent Stock Option Plans") and 1,000,000 shares of Parent Common Stock are reserved for issuance pursuant to the Redeemable Series A Convertible Preferred Stock of Parent (ii) 100,000 shares of Redeemable Series A Convertible Preferred Stock of Parent were issued and outstanding outstanding; (including issued shares of unvested restricted stock), (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (Biii) no shares of DSW Preferred Stock 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 Parent stockholders may vote ("Parent Voting Debt") were outstanding issued or reserved for issuanceoutstanding. All issued and outstanding shares of DSW Parent Common StockStock have been duly authorized, are validly issued, fully paid and nonassessable and are not subject to preemptive rights, and, subject to the approval of the Parent Share Issuance and the Charter Amendment, all shares of DSW Parent Common Stock that may issuable in the Merger will be issued or granted pursuant to the exercise or vesting of DSW Stock Awards duly authorized and will be, when issued in accordance with the terms thereof, duly authorizedissued, validly issued, fully paid and non-assessable and not subject to free of preemptive rights. The Except as set forth on Schedule 3.2(b) of the Parent Letter, all outstanding shares of DSW Common capital stock of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.2(b) and except for changes since December 14, 1995 resulting from the exercise of employee stock options granted pursuant to, or from issuances or purchases under, the Parent Stock Option Plans, or as contemplated by this Agreement, including issuances contemplated by the Subscription Agreement, there are outstanding: (i) no shares of capital stock, Parent Voting Debt or other voting securities of Parent; (ii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock, Parent Voting Debt or other voting securities of Parent or any Subsidiary of Parent; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued pursuant issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Parent Voting Debt or other voting securities of Parent or of any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to this Agreement will have been duly authorized grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth on Schedule 3.2(b) of the Effective Time andParent Letter, if and when issued in accordance with there are no stockholder agreements, registration rights, voting trusts or other similar agreements or understandings to which Parent is a party or by which it is bound. Except as set forth on Schedule 3.2(b) of the terms hereofParent Letter, there are no restrictions on Parent's ability to vote the stock held by Parent or any of its Subsidiaries. As of the Closing, the authorized capital stock of Sub will consist of 1,000 ordinary shares, par value $0.01 per share, 100 shares of which will be duly authorized, validly issued, fully paid and non-assessable nonassessable and owned by Parent and the balance of which will not subject to preemptive rightsbe issued or outstanding.

Capital Structure. (i) The authorized capital stock of DSW STI consists of 170,000,000 10,000,000 shares of DSW Class A STI Common Stock, 100,000,000 of which 4,730,700 shares of DSW Class B Stock were issued and 100,000,000 outstanding and 0 shares of preferred stock, without par value (the “DSW Preferred Stock”). As were held in treasury as of the close of business on January 29March 31, 2011, (A)(1) 16,804,965 1997. All of the outstanding shares of DSW Class A STI Common Stock have been duly authorized and 27,382,667 are validly issued, fully paid and nonassessable. As of March 31, 1997, there were not more than (A) 5,000 shares of DSW Class B STI Common Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW outstanding Redeemable Common Stock Purchase Warrants ("STI Redeemable Warrants"), each of which entitles the holder thereof to purchase one share of STI Common Stock for a price of $6.00 until November 3, 1999, subject to earlier redemption by STI, (B) 112,500 shares of STI Common Stock reserved for issuance upon exercise of 36,500 outstanding Underwriters' Warrants, each of which entitles the holder thereof to purchase one Unit, consisting of two shares of STI Common Stock and one Redeemable Warrant, until November 3, 1999, and (C) 365,000 shares of STI Common Stock that STI was obligated to issue pursuant to STI's Amended and Restated 1994 Stock Option Plan and Outside Directors' Stock Option Plan (collectively, the “DSW "STI Stock Awards”Plans"); and (B) no shares . Each of DSW Preferred Stock were outstanding or reserved for issuance. All issued and the outstanding shares of DSW Common Stock, and all shares capital stock of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting each of DSW Stock Awards will be, when issued in accordance with the terms thereof, STI's Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and owned by STI or a direct or indirect wholly-assessable owned subsidiary of STI, free and not subject clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to preemptive rights. The issue or to sell any shares of DSW Common Stock capital stock or other securities of STI or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to be subscribe for or acquire, any securities of STI or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued pursuant or outstanding. STI does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to this Agreement will have been duly authorized as of vote (or convertible into or exercisable for securities having the Effective Time and, if and when issued in accordance right to vote) with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsstockholders of STI on any matter.

Capital Structure. (i) The authorized capital stock of DSW ACT consists of 170,000,000 200,000,000 ACT Common Shares and 50,000,000 preferred shares of DSW Class A Stockbeneficial interest, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value $.01 per share ("ACT Preferred Shares"), of which 350,000 are designated as Series A Junior Participating Preferred Shares, par value $.01 per share. On the “DSW Preferred Stock”). As of the close of business on January 29, 2011date hereof, (A)(1i) 16,804,965 shares of DSW Class A Stock 10,015,111 ACT Common Shares and 27,382,667 shares of DSW Class B Stock no ACT Preferred Shares were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Stock ACT Common Shares or ACT Preferred Shares were held by ACT in its treasury, and (3iii) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock 505,506 ACT Common Shares were reserved for issuance in connection with the AMRESCO Capital Trust 1998 Share Option and Award Plan (the "ACT Option Plan"), (iv) 1,479,511 ACT Common Shares were issuable upon exercise of outstanding options to purchase ACT Common Shares ("ACT Options") and (v) 250,002 ACT Common Shares were issuable upon exercise of outstanding warrants to purchase ACT Common Shares ("ACT Warrants"). On the exercise or payment of options date hereof, except as set forth above in this Section 3.3, no capital shares or other equity-based incentive awards with respect voting securities of ACT were issued, reserved for issuance or outstanding. There are no outstanding share appreciation rights relating to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no capital shares of DSW Preferred Stock were outstanding or reserved for issuanceACT. All issued and outstanding capital shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, ACT are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares of DSW ACT Common Stock Shares to be issued pursuant to this Agreement will hereto have been duly authorized as of the Effective Time by ACT and, if when issued, sold and when issued delivered in accordance with the terms hereofthis Agreement, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of ACT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which shareholders of ACT may vote. Except for the ACT Options, ACT Warrants and the rights issuable under the Rights Agreement, dated as of February 25, 1999, between ACT and The Bank of New York, as rights agent (the "ACT Rights Plan"), and for the transactions contemplated hereby, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which ACT or any of its Subsidiaries is a party or by which such entity is bound, obligating ACT or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares, voting securities or other ownership interests of ACT or any of its Subsidiaries or obligating ACT or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth on Schedule 3.3 to the ACT Disclosure Letter, there are no outstanding contractual obligations of ACT or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital shares of ACT or any capital shares, voting securities or other ownership interests in any Subsidiary of ACT or make any material investment (in the form of a loan, capital contribution or otherwise) to any Person.

Capital Structure. (i) The authorized capital stock of DSW Parent ----------------- consists of 170,000,000 1,500,000,000 shares of DSW Parent Common Stock 39,000,000 shares of Parent Class A B Common Stock and 1,000,000 shares of Preferred Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value $.001 per share (the “DSW Preferred Stock”"PARENT PREFERRED STOCK"). As of At the close of ---------------------- business on January 29June 25, 20112001, (A)(1i) 16,804,965 103,820,962 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (including issued ii) 4,762,000 shares of unvested restricted stock)Parent Class B Common Stock were issued and outstanding, (2iii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iv) 2,932,580 16,536,718 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect issuable pursuant to DSW Common outstanding Parent Stock Options, (collectively, the “DSW Stock Awards”); and (Bv) no shares of DSW Preferred Stock were outstanding issued or reserved for issuanceoutstanding, and (vi) no shares of 10.5% cumulative preferred stock, par value $10.00 per share, were issued and outstanding. All issued and outstanding shares of DSW capital stock of Parent Common StockStock are, and all shares of DSW Parent Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofhereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The As of the date hereof 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 (i) as set forth above in this Section 3.2(c), and (ii) for shares of DSW Parent Common Stock reserved for issuance under any plan or arrangement providing for the grant of options to purchase shares of Parent Common Stock to be issued current or former officers, directors, employees or consultants of Parent or its Subsidiaries (the "PARENT STOCK PLANS") or resulting from ------------------ the issuance of shares of Parent Common Stock pursuant to this Agreement will have been duly authorized options or other benefits issued or granted pursuant to the Parent Stock Plans outstanding as of the Effective Time andclose of business on June 25, if and when issued in accordance with 2001, as of the terms hereof, will be duly authorized, validly date hereof (x) there are not issued, fully paid issuable, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, (C) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, and non-assessable no obligation of Parent or any Parent Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent, or (D) any stock appreciation rights or rights to receive shares of Parent Common Stock on a deferred basis granted under the Parent Stock Purchase Plans or otherwise; and (y) there are not subject any outstanding obligations of Parent or any Parent Subsidiary to preemptive rightsrepurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any Significant Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth in this Section 3.2(c) and in the Joint Venture Agreement among Parent, TMP Worldwide Pty Limited, Xxxxxxx.xxx A&NZ Pty Limited, ninemsn Pty Limited, Turustar Pty Limited and Clycal Pty Limited, there are no issued, issuable, reserved for issuance or outstanding (A) securities of Parent or any Parent Significant Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Parent Significant Subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Significant Subsidiary of Parent, and no obligation of Parent or any Significant Subsidiary of Parent to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of Parent or (C) obligations of Parent or any Significant Subsidiary of Parent to repurchase, redeem or otherwise acquire any such outstanding securities of the Significant Subsidiaries of Parent or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 120,000,000 shares of DSW Parent Class A Common Stock, 100,000,000 30,000,000 shares of DSW Parent Class B Common Stock and 100,000,000 15,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”). As of At the close of business on January 29March 19, 2011, 2021: (A)(1i) 16,804,965 19,618,324 shares of DSW Parent Class A Stock and 27,382,667 shares of DSW Class B Common Stock were issued and outstanding outstanding; (including issued ii) 4,529,517 shares of unvested restricted stock), Parent Class B Common Stock were issued and outstanding; (2iii) no shares of DSW Class A Parent Preferred Stock were issued and outstanding; (iv) no shares of DSW Parent Class B A Common Stock were held by Parent in its treasury, and ; (3v) 2,932,580 93,826 shares of DSW Parent Class A Common Stock and were issuable upon the exercise of outstanding Parent Stock Options (whether or not presently exercisable) that are subject only to time-based vesting restrictions; (vi) no shares of DSW Parent Class B A Common Stock were issuable upon the exercise of outstanding Parent Stock Options (whether or not presently exercisable) that are subject to performance-based vesting restrictions assuming performance is achieved at the maximum level; (vii) 543,068 shares of Parent Class A Common Stock were issuable upon settlement of outstanding Parent RSU Awards that provide a fixed number of shares on settlement; (viii) 525,297 shares of Parent Class A Common Stock were issuable upon settlement of outstanding Parent RSU Awards that provide a number of shares on settlement determined by achievement of performance-based vesting restrictions assuming performance is achieved at the maximum level; and (ix) 1,879,230 shares of Parent Class A Common Stock were reserved for issuance pursuant to the Parent Stock Plans. Except as set forth in this Section 3.3(a), at the close of business on March 19, 2021, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. From the close of business on March 19, 2021, to the date of this Agreement, there have been no issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent other than the issuance of Parent Class A Common Stock upon the exercise of Parent Stock Options or payment upon the settlement of options or other equity-based incentive awards with respect to DSW Common Stock (collectivelyParent RSU Awards, in each case, outstanding at the “DSW Stock Awards”); and (B) no shares close of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stockbusiness on March 19, 2021, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the their terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightseffect at such time.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 150,000,000 shares of DSW Class A common stock, $.01 par value, and 4,000,000 shares of Preferred Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without $.01 par value (the “DSW Preferred Stock”)value. As of At the close of business on January 29February 16, 20112001, (A)(1i) 16,804,965 54,824,842 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares of unvested restricted stock)outstanding, (2ii) no shares of DSW Class Preferred Stock were issued or outstanding and (iii) 150,000 shares of Parent Preferred Stock were designated Series A Junior Participating Cumulative Preferred Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement, dated as of October 7, 1998, by and between Parent and American Stock Transfer & Trust Company, as Rights Agent. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock issued after February 16, 2001 pursuant to, or upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectivelyissued under, the “DSW Parent stock plans described in the Parent SEC Documents (the "Parent Stock Awards”Plans"); and (B) no . The authorized capital stock of Merger Sub consists of 100 shares of DSW Preferred Stock were outstanding or reserved for issuance. All Common Stock, all of which are issued and outstanding and are held by Parent. All outstanding shares of DSW Common Stock, Parent and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, Merger Sub have been duly authorized, validly issued, fully paid and non-assessable are nonassessable. As of the close of business on February 16, 2001, Parent has reserved 10,568,726 shares of Parent Common Stock for issuance to employees, directors and not independent contractors pursuant to the Parent Stock Plans, of which 7,035,269 shares are subject to preemptive outstanding, unexercised options (other than "options" deemed granted under Parent's employee stock purchase plan). Other than this Agreement and the Parent Stock Plans, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Parent or Merger Sub is a party or by which either of them is bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as the Merger and in payment of the Effective Time and, if and when issued in accordance with the terms hereof, Contingent Payments will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsnonassessable.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 90,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 1,000,000 shares of preferred stock, without par value stock of Parent (the “DSW "Parent Preferred Stock”"). As of the close of business on January 29July 25, 20111997, there were: (A)(1i) 16,804,965 45,599,755 shares of DSW Class A Parent Common Stock issued and 27,382,667 outstanding; (ii) 1,773,597 shares of DSW Class B Parent Common Stock were issued and outstanding held in the treasury of Parent; (including issued iii) 5,233,411 shares of unvested restricted stockParent Common Stock reserved for issuance pursuant to Parent's stock option plans, Parent's employee stock purchase plans and Parent's Director Stock Purchase and Deferred Compensation Plan (such plans, collectively with the 1997 Stock Incentive Plan approved on August 21, 1997 subject to stockholder approval, the "Parent Stock Plans"), ; (2iv) 3,356,441 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; and (v) no shares of DSW Class A Parent Preferred Stock outstanding. Except as set forth above and except for shares of junior participating preferred stock issuable pursuant to the Shareholder Protection Rights Agreement, dated as of April 30, 1989, between Parent and The First National Bank of Boston, as of the close of business on July 25, 1997 there were no shares of DSW Class B Stock were held in treasurycapital stock or other equity securities of Parent issued, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceoutstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards as described above will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The There is no outstanding Voting Debt of Parent. Except as set forth above, 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of DSW Common Stock capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent. During the period from July 25, 1997 through the date of this Agreement, except as set forth in Section 3.02(b) of the Parent Disclosure Schedule, Parent did not (A) issue or permit to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of Parent, other than pursuant to this Agreement will or as permitted by the terms of the Parent Stock Plans; (B) repurchase, redeem or otherwise acquire, directly or indirectly through one or more subsidiaries, any shares of capital stock of Parent; or (C) declare, set aside, make or pay to the stockholders of Parent dividends or other distributions on the outstanding shares of capital stock of Parent (other than regular quarterly cash dividends on the Parent Common Stock). As of the date hereof, the authorized capital stock of Sub consists of 1,000 shares of common stock, par value $.01 per share, all of which have been duly authorized validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien, and as of the Effective Time andClosing Date, if all the issued and when issued in accordance with outstanding shares of the terms hereof, common stock of Sub will be duly authorized, validly issued, fully paid owned by Parent free and non-assessable and not subject to preemptive rightsclear of any Lien.

Capital Structure. (i) The authorized capital stock of DSW GBC consists of 170,000,000 40,000,000 shares of DSW Class A Stock, 100,000,000 GBC Common Stock and 4,796,550 shares of DSW GBC Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Common Stock”). As of the close of business on January 29March 13, 20112005, (A)(1) 16,804,965 13,921,221 shares of DSW Class A GBC Common Stock and 27,382,667 2,398,275 shares of DSW GBC Class B Common Stock were issued and outstanding (including issued and no other shares of unvested restricted stock)capital stock of GBC were issued and outstanding. As of March 13, 2005, (2A) no 3,102,741 shares of DSW Class A GBC Common Stock and no shares of DSW GBC Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Common Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common outstanding under GBC Stock Plans (collectively, "GBC Stock Options") and the “DSW vesting of GBC Restricted Stock Awards”); Units outstanding under GBC Stock Plans and (B) 2,680,753 shares of GBC Common Stock were subject to issuance upon exercise of outstanding GBC Stock Options and 257,775 shares of GBC Common Stock were subject to issuance upon the vesting of outstanding GBC Restricted Stock Units. As of March 13, 2005, 1,775,339 shares of GBC Common Stock and no shares of DSW Preferred GBC Class B Common Stock were held as treasury shares. Since March 13, 2005 to the date of this Agreement, no shares of capital stock of GBC or any other securities of GBC have been issued other than shares of GBC Common Stock issued pursuant to options or rights outstanding or reserved for issuanceas of March 13, 2005 under the GBC Stock Plans. All issued and outstanding shares of DSW Common Stock, and all shares capital stock of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, GBC are duly authorized, validly issued, fully paid and non-assessable nonassessable, and not subject no class of capital stock of GBC is entitled to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized There are outstanding as of the date hereof, and there will be outstanding at the Effective Time andTime, if no options, warrants or other rights to acquire capital stock from GBC other than GBC Stock Options and when issued in accordance with GBC Restricted Stock Units under the GBC Stock Plans and rights to acquire GBC Common Stock upon conversion of shares of GBC Class B Common Stock. Section 5.1(b) of the GBC Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding GBC Stock Options and the exercise prices thereof and all outstanding GBC Restricted Stock Units and the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rightsof the vesting thereof.

Capital Structure. (i) The As of the Effective Time, the authorized capital stock of DSW consists Parent will consist of 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 10,000,000 shares of preferred stockPreferred Stock, without par value $1.00 per share (the “DSW "Parent Preferred Stock”"). As of At the close of business on January 29October 19, 20111995, (A)(1i) 16,804,965 10,241,555 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (including issued ii) 1,690,000 shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for future issuance upon pursuant to Parent's 1994 Long-Term Incentive Plan and the exercise or payment 1987 Stock Option Plan; (iii) 350,000 shares of options or other equity-based incentive awards with respect to DSW Parent Common Stock were reserved for future issuance pursuant to Parent's 1994 Employee Stock Purchase Plan; (collectively, iv) 1,421,801 shares of Parent Common Stock were reserved for future issuance pursuant to the “DSW Stock Awards”)terms of the Series A Cumulative Convertible Exchangeable Preferred Stock; and (Bv) no 2,019,906 shares of DSW Parent Common Stock were reserved for future issuance pursuant to the terms of the 4 3/4% Convertible Subordinated Debentures Due 2003. Six Hundred Thousand (600,000) shares of Parent's Series A Cumulative Convertible Exchangeable Preferred Stock were outstanding or reserved for issuanceissued and outstanding. No other shares of Preferred Stock were issued and outstanding. All issued and outstanding of the shares of DSW Common Stock, and all shares of DSW Parent Common Stock that may be issued or granted pursuant to issuable in exchange for Company Common Stock at the exercise or vesting of DSW Stock Awards Effective Time in accordance with this Agreement will be, when issued in accordance with the terms thereofso issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to free of preemptive rights. The As of the date of this Agreement, except for (a) this Agreement, (b) stock options covering not in excess of 1,215,000 shares of DSW Parent Common Stock (collectively, the "Parent Stock Options"), (c) the conversion provision of the Series A Preferred Stock, (d) the 1994 Employee Stock Purchase Plan, (e) the 4 3/4% Convertible Subordinated Debentures due 2003, (f) contingent stock grants of 35,000 shares of Parent Common Stock to be issued key executives, and (g) securities issuable pursuant to this Agreement will have been duly authorized the stock purchase rights declared as a dividend on March 28, 1995 (the "Parent Rights") and the rights agreement dated as of March 28, 1995 between Parent and Union Planters National Bank (the Effective Time and"Parent Rights Agreement") ( the Parent Rights and the Parent Rights Agreement are collectively the "Parent Rights Plan"), if and when issued in accordance with the terms hereofthere are no options, will warrants, calls, rights or agreements to which Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of Parent is duly authorized, validly issued, fully paid and non-assessable nonassessable and, except as disclosed in the Parent SEC Documents (as hereinafter defined), each such share is owned by Parent or another Subsidiary of Parent, free and not subject to preemptive clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of DSW Parent consists of 170,000,000 (i) 100,000,000,000 shares of DSW Class A Stock, 100,000,000 Parent Common Stock and (ii) 2,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”). As of the close of business on January 29June 30, 20112008, there were: (i) 5,648,781 shares of Parent Common Stock issued and outstanding, (A)(1ii) 16,804,965 11,666,195 shares of DSW Class A Parent Common Stock and 27,382,667 issuable upon conversion of 3,227.3617 shares of DSW Class B Stock were issued and outstanding Parent Preferred Stock, (including issued iii) 163 shares of unvested restricted stock), Parent Common Stock held in the treasury of Parent; (2iv) no 52,818 shares of DSW Class A Parent Common Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect pursuant to DSW Common Stock Parent's stock option plans (collectively, the “DSW "Parent Stock Awards”Plans"); (v) 1,293,820 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; and (Bvi) warrants representing the right to purchase 9,461,725 shares of Parent Common Stock; Except as set forth above, as of the close of business on June 30, 2008 there were no shares of DSW Preferred Stock were outstanding capital stock or other equity securities of Parent issued, reserved for issuanceissuance or outstanding. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will as described above shall be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance connection with the terms hereofMerger (x) shall, will when issued, be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights, and (y) shall be issued in compliance in all material respects with all applicable federal and state securities laws and applicable rules and regulations promulgated thereunder. As of the Effective Time of the Merger, the Board of Directors of Parent shall have reserved for issuance a number of shares of Parent Common Stock as is required by the Company Warrants to be assumed by Parent pursuant to Section 2.03. Except as set forth above and in the Rights Agreement, dated as of October 31, 2001, between Parent and the American Stock Transfer & Trust Company, 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 it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien, and as of the Closing Date, all the issued and outstanding shares of the common stock of Merger Sub shall be owned by Parent free and clear of any Lien.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 1,500,000,000 shares of DSW Parent Common Stock 39,000,000 shares of Parent Class A B Common Stock and 1,000,000 shares of Preferred Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value $.001 per share (the “DSW Preferred Stock”"PARENT PREFERRED STOCK"). As of At the close of business on January 29June 25, 20112001, (A)(1i) 16,804,965 103,820,962 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding outstanding, (including issued ii) 4,762,000 shares of unvested restricted stock)Parent Class B Common Stock were issued and outstanding, (2iii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iv) 2,932,580 16,536,718 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect issuable pursuant to DSW Common outstanding Parent Stock Options, (collectively, the “DSW Stock Awards”); and (Bv) no shares of DSW Preferred Stock were outstanding issued or reserved for issuanceoutstanding, and (vi) no shares of 10.5% cumulative preferred stock, par value $10.00 per share, were issued and outstanding. All issued and outstanding shares of DSW capital stock of Parent Common StockStock are, and all shares of DSW Parent Common Stock that which may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, when issued in accordance with the terms thereofhereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights. The As of the date hereof 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 (i) as set forth above in this Section 3.2(c), and (ii) for shares of DSW Parent Common Stock reserved for issuance under any plan or arrangement providing for the grant of options to purchase shares of Parent Common Stock to be issued current or former officers, directors, employees or consultants of Parent or its Subsidiaries (the "PARENT STOCK PLANS") or resulting from the issuance of shares of Parent Common Stock pursuant to this Agreement will have been duly authorized options or other benefits issued or granted pursuant to the Parent Stock Plans outstanding as of the Effective Time andclose of business on June 25, if and when issued in accordance with 2001, as of the terms hereof, will be duly authorized, validly date hereof (x) there are not issued, fully paid issuable, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, (C) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, and non-assessable no obligation of Parent or any Parent Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent, or (D) any stock appreciation rights or rights to receive shares of Parent Common Stock on a deferred basis granted under the Parent Stock Purchase Plans or otherwise; and (y) there are not subject any outstanding obligations of Parent or any Parent Subsidiary to preemptive rightsrepurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any Significant Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth in this Section 3.2(c) and in the Joint Venture Agreement among Parent, TMP Worldwide Pty Limited, Xxxxxxx.xxx A&NZ Pty Limited, ninemsn Pty Limited, Turustar Pty Limited and Clycal Pty Limited, there are no issued, issuable, reserved for issuance or outstanding (A) securities of Parent or any Parent Significant Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Parent Significant Subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Significant Subsidiary of Parent, and no obligation of Parent or any Significant Subsidiary of Parent to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of Parent or (C) obligations of Parent or any Significant Subsidiary of Parent to repurchase, redeem or otherwise acquire any such outstanding securities of the 24 Significant Subsidiaries of Parent or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (ia) 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 ("Parent Common Stock") that are issued and outstanding as of DSW consists the date of 170,000,000 this Agreement, including the number of shares of DSW Class A Stock, 100,000,000 Parent's common stock that are so issued and outstanding and the number of shares of DSW Class B Parent Common Stock and 100,000,000 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 warrants to purchase shares of Parent Common Stock ("Reserved Parent Warrant Shares") and (C) shares that have been reserved for issuance upon exercise of options to purchase shares of Parent Common Stock ("Reserved Parent Option Shares"). Parent is authorized to issue 20,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001 preferred stock, without par value (the “DSW Preferred Stock”). As of the close date of business on January 29execution of this Agreement, 2011, (A)(1) 16,804,965 Parent has 5,532,000 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were its common stock issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuanceoutstanding. All of the issued and outstanding shares of DSW Parent Common StockStock have been duly and validly authorized and issued and are fully paid and 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 shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will beReserved Parent Option Shares, when issued in accordance with upon the terms thereofdue exercise of the underlying options, will be duly authorized, and validly issued, authorized and issued and fully paid and non-assessable nonassessable. All the shares of Parent Common Stock have been duly and not subject to 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 rightsrights of any 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 DSW Parent Common Stock to be issued pursuant to this Agreement the Merger will have been be duly and validly authorized as of the Effective Time and, if and when issued in accordance with the terms hereofissued, will be duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rightswill be issued in compliance with all applicable Federal and state securities laws and regulations. The authorized capital stock of Acquiring Corp consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 1,000 shares are issued and outstanding and 5,000,000 shares of preferred stock, $0.001 par value per share, of which none are issued and outstanding.

Capital Structure. (i) The authorized capital stock of DSW Parent consists of 170,000,000 shares 1,500,000,000 Parent Shares, of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As which 822,206,760 Parent Shares were outstanding as of the close of business on January 29May 31, 20111997, and 100,000,000 A preference shares, nominal value NLG 2.50 (A)(1) 16,804,965 shares of DSW Class "A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stockSHARES"), 200,000,000 B preference shares, nominal value NLG 2.50 (2) "B SHARES"), and 900,000,000 cumulative preference shares, nominal value NLG 2.50 (the "CUMULATIVE PREFERENCE SHARES"), of which 8,780,450 A shares, no shares of DSW Class A Stock B Shares and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Cumulative Preferred Stock Shares were outstanding or reserved for issuanceas of the close of business on May 31, 1997. The A Shares, B Shares and Cumulative Preference Shares are sometimes collectively referred to as the "PREFERENCE SHARES". All issued of the outstanding Parent Shares and outstanding shares of DSW Common Stock, A Shares have been duly authorized and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, are validly issued, fully paid and non-assessable nonassess- able. As of June 18, 1997, 7,475,000 ADSs had been offered and not subject sold in the United States by or on behalf of Parent. Parent has no options or warrants to preemptive rights. The shares acquire Parent Shares or Preference Shares, except that, as of DSW Common Stock to be issued December 31, 1996, there were options for 1,505,355 Parent Shares pursuant to the Parent's Stock Option Plan and at April 30, 1997, there were warrants to acquire 61,361,539 Bearer Receipts. Prior to the Effective Date, Parent will have taken all necessary action to permit it to provide, and at all times from the date hereof through consummation of the Merger or termination of this Agreement will have been duly authorized as available a number of Parent Shares which will be sufficient to permit consummation of the Effective Time and, if and when issued in accordance with the terms hereof, Merger. Each such Parent Share will be duly authorized, validly issued, fully paid and non-assessable nonassessable, and will not be subject to any preemptive rights. The ADSs which are the Stock Consideration, the Bearer Receipts represented by such ADSs, and the Parent Shares represented by such Bearer Receipts will be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state blue sky or securities laws. Except as set forth above, there are no Parent Shares authorized, reserved, issued or outstanding and there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued share capital or other ownership interest of Parent.

Capital Structure. (i) The authorized capital stock of DSW Parent consists entirely of 170,000,000 150,000,000 shares of DSW Class A Stock, 100,000,000 Parent Common Stock and 6,000,000 shares of DSW Class B Serial Preferred Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Parent Preferred Stock”), of which 1,500,000 shares have been designated as Series A Junior Participating Preferred Shares. As of At the close of business on January 29March 5, 2011, 2004: (A)(1i) 16,804,965 50,102,603 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Parent Common Stock were issued and outstanding (including issued shares awards of unvested restricted stock), ; (2ii) no shares of DSW Class A Stock and no shares of DSW Class B Parent Preferred Stock were held in treasuryissued or outstanding, and (3iii) 2,932,580 2,646,467 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise subject to outstanding employee or payment of director stock options to purchase Parent Common Stock or other equity-based incentive common stock awards with respect to DSW Common Stock granted under Parent stock plans (collectively, the “DSW Parent Stock AwardsOptions”); . Each share of Parent Common Stock carries with it an associated share purchase right (collectively, the “Parent Rights”) issued pursuant to the Amended and Restated Rights Agreement between Parent and Computershare Investor Services, LLC, as Rights Agent, dated as of August 28, 2000 (B) no shares the “Parent Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of DSW Preferred Stock were outstanding or reserved for issuancecertain events, Parent Common Stock. All issued and outstanding shares of DSW Common Stockcapital stock of Parent are, and all shares of DSW Common Stock that may be issued or granted pursuant to the exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable, and not subject to or issued in violation of preemptive rights. All shares of Parent Common Stock to be issued in the Merger will entitle the holders thereof to one vote on each matter properly submitted to the shareholders of Parent for their vote, consent, waiver, release, or other action, including any vote or consent for the election or removal of directors; provided, however, that such shares will entitle the holders thereof to ten votes per share on each of the matters set forth in Division II, Section 2(a) of Parent’s Amended Articles of Incorporation, subject to the limitations set forth therein. The shares of DSW Parent Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time andAgreement, if and when issued in accordance with the terms hereofof this Agreement, will be duly authorized, validly issued, fully paid paid, and non-assessable nonassessable, and no person will have any preemptive right, subscription right, or other purchase right in respect thereof. Except (i) as set forth in this Section 3.2(c) and (ii) as set forth on Section 3.2(c) of the Parent Disclosure Letter, (A) there are not subject issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities of Parent, (2) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, or (3) any warrants, calls, options or other rights to preemptive rightsacquire from Parent or any Parent Subsidiary, and no obligation of Parent or any Parent Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent and (B) there are no outstanding obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of any such securities. There are not issued, reserved for issuance or outstanding (i) securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Parent Subsidiary, (ii) warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, and no obligation of Parent or any Parent Subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Parent Subsidiary, or (iii) obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Parent Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment pursuant to any unpaid earnout or similar agreement contained in any business acquisition agreement based on the revenues, earnings or other performance measurement of Parent or any Parent Subsidiary.

Capital Structure. (ia) The authorized capital stock of DSW Parent consists of 170,000,000 1,250,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Parent Common Stock and 100,000,000 25,000,000 shares of preferred stock, without par value (together with the “DSW Preferred Parent Common Stock”, the "Parent Capital Stock"). As of At the close of business on January 29November 18, 20111998, (A)(1i) 16,804,965 254,359,353 shares of DSW Class A Parent Common Stock and 27,382,667 803,346.643 shares of DSW Class Series B ESOP Convertible Preferred Stock of Parent were issued and outstanding outstanding, (including issued ii) 15,900 shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were held by Parent in its treasury, and (3iii) 2,932,580 as of October 30, 1998, 7,431,499 shares of DSW Class A Stock and no shares of DSW Class B Parent Common Stock were reserved for issuance upon the exercise or payment of pursuant to outstanding options or other equity-based incentive awards with respect to DSW purchase Parent Common Stock granted under Parent Stock Plans (collectivelyas defined in Section 6.04), (iv) 1,600,000 shares of Series A Junior Participating Preferred Stock of Parent were reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 14, 1990 (as amended from time to time, the “DSW Stock Awards”"Parent Rights Agreement"); , between Parent and ChaseMellon Shareholder Services, L.L.C., as Rights Agent and (Bv) 72,904 shares of Parent Common Stock remain reserved for issuance in connection with Parent's previous acquisitions of Fay's Incorporated and of Eckerd Corporation. Except as set xxxxh above, at the close of business on November 18, 1998, no shares of DSW Preferred Stock capital stock or other voting securities of Parent were outstanding or issued, reserved for issuanceissuance or outstanding, and no securities of Parent or any Parent Subsidiary convertible into or exchangeable for, shares of capital stock, Voting Parent Debt (as defined below) or other voting securities of the Parent were issued, reserved for issuance or outstanding, reserved for issuance or outstanding. There are no outstanding Parent SARs (as defined in Section 6.04) that were not granted in tandem with a related Parent Employee Stock Option. All issued and outstanding shares of DSW Common StockParent Capital Stock are, and all such shares of DSW Common Stock that may be issued prior to the Effective Time or granted pursuant to the exercise or vesting of DSW Stock Awards this Agreement will be, be when issued in accordance with the terms thereofissued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. The shares There are not any bonds, debentures, notes or other indebtedness of DSW 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 to be issued pursuant to this Agreement will have been duly authorized may vote ("Voting Parent Debt"). Except as set forth above, as of the Effective Time anddate of this Agreement, if and when issued in accordance with the terms hereofthere are not any options, will warrants, calls, rights (including preemptive 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 Parent or any Parent Subsidiary to issue, deliver or sell, purchase, redeem or acquire or cause to be duly authorized, validly issued, fully paid delivered or sold, or purchased, redeemed or acquired 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 any Voting Parent Debt or other voting securities of Parent or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repur chase, redeem or otherwise acquire any shares of capital stock of Parent. Parent has made available to the Company a complete and non-assessable and not subject correct copy of the Parent Rights Agreement as amended to preemptive rightsthe date of this Agreement.