Common use of Capitalization Clause in Contracts

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 100,000,000 Shares and 2,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock Preferred Stock, par value $1.00 per share (the "Company Preferred Stock"). As of September 1June 11, 1997, (i) 28,738,196 shares of Company Common Stock are 38,994,413 Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are outstanding (excluding Shares held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.Company in treasury), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares options to acquire 3,824,848 Shares were outstanding under all Plans (as defined in Section 6.14) of Company Common Stock are held in the treasury of the Company; , (iii) 1,250,000 shares of Company Common Stock are reserved for future 178,518 Shares were subject to issuance pursuant to Company Options and in connection with Company's 5 3/4% Convertible Subordinated Debentures due 2012, (iv) 1,000,000 no shares of Company Preferred Stock are reserved for issuance pursuant were outstanding, and (v) Rights to the purchase 389,945 shares of Series B Preferred Stock were outstanding (excluding Rights Agreement, dated as of March 31, 1989, between the attached to Shares held by Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"in its treasury). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 All of the Company Disclosure Schedule issued and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there outstanding Shares are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by free of preemptive rights. There are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock or other issued or unissued capital stock or other securities of Company or another any Company Subsidiary is free except as set forth above (including upon the exercise of the options and clear Rights and conversion of all the convertible debentures referred to above). Immediately prior to the consummation of the Amended Offer, no Shares, Preferred Shares, Preferred Stock or any other securities of Company will be subject to issuance pursuant to the Rights Agreement, and after the Effective Time the Surviving Corporation will have no obligation to issue, transfer or sell any Shares or other capital stock or other securities of the Surviving Corporation pursuant to any Plan or pursuant to any subscription, option, warrant, right, convertible security interestsor other agreement or commitment. Other than the Debentures, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the neither Company nor any Company Subsidiary directly or indirectly ownshas outstanding any bonds, or has agreed to purchase or otherwise acquiredebentures, 5% or more of the capital stock of any corporation, partnership, joint venture notes or other business association obligations the holders of which have the right to vote (or entity, assuming for such purpose the conversion of all securities are convertible into such capital stock held by or exercisable for securities having the right to vote) with the stockholders of Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or on any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiarymatter.

Capitalization. The authorized capital stock of the Company Acquiror consists of 64,000,000 600,000,000 shares: 500,000,000 shares of Company the Acquiror’s Common Stock and 1,000,000 are authorized, par value $0.0001, of which 20,596,546 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding; 100,000,000 shares of the Acquiror’s Preferred Stock are authorized, all par value $0.0001, of which none are validly issued, fully paid issued or outstanding. All issued and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee outstanding shares of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust Acquiror’s Common Stock immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury consummation of the Company; (iii) 1,250,000 shares transactions contemplated by the Agreement of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights AgreementSale, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there Share Exchange are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights. At the Closing Date, the Acquiror will have sufficient authorized and unissued Acquiror’s Common Stock to consummate the transactions contemplated hereby. There are no outstanding contractual obligations of options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Company or any Company Subsidiary Acquiror to repurchaseissue, redeem sell or otherwise acquire cause to become outstanding any of its authorized but unissued shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of each Company Subsidiary is duly authorizedcapital stock or to create, validly issuedauthorize, fully paid and nonassessable and each such share owned by the Company issue, sell or another Company Subsidiary is free and clear otherwise cause to become outstanding any new class of all security interestscapital stock. There are no outstanding stockholders’ agreements, liensvoting trusts or arrangements, claims, pledges, optionsregistration rights agreements, rights of first refusal, agreements, limitations on the Company's refusal or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed contracts pertaining to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion Acquiror. The issuance of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth shares of Acquiror’s Common Stock described in this Section 3.01 4.08(a) have been in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of the Company Disclosure Schedule). There are no material outstanding contractual obligations of Acquiror has any right to rescind or bring any other claim against the Company or any Company Subsidiary Acquiror for failure to provide funds tocomply under the Securities Act, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiarystate securities laws.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 300,000,000 shares of Company Common Stock, of which, as of February 14, 2007 (the “Company Capitalization Date”), 136,081,787 shares were issued and outstanding, which includes all shares of restricted stock issued under the Company Stock Plans and outstanding as of the Company Capitalization Date, and 25,000,000 shares of preferred stock, par value $0.10 (“Company Preferred Stock”), of which, as of the Company Capitalization Date, no shares were issued and outstanding. As of the Company Capitalization Date, no more than 5,640,533 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock")were held in the Company’s treasury. As of September 1the date hereof, 1997, (i) 28,738,196 no shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. or Company Preferred Stock were reserved for issuance except for (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (iii) 2,568,604 7,220,167 shares of Company Common Stock are held in reserved for issuance upon the treasury exercise of Company Stock Options pursuant to the Company; Company Stock Plans, and (iiiii) 1,250,000 140,350 shares of Company Common Stock are reserved for future issuance issuable pursuant the Company’s commitments under earn-out provisions related to Company Options acquisitions by the Company. All of the issued and (iv) 1,000,000 outstanding shares of Company Preferred Common Stock have been duly authorized and validly issued and are reserved for issuance fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of the Company are issued or outstanding. As of the date of this Agreement, except pursuant to the Rights this Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of Plans and the Company Disclosure Schedule Benefit Plans, and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to earn-outs described above in this Section, the Company Rights Agreementdoes not have and is not bound by any outstanding subscriptions, there are no options, warrants or other warrants, calls, rights, agreements, arrangements commitments or commitments agreements of any character relating to calling for the issued purchase or unissued capital stock issuance of, or the payment of any amount based on, any shares of Company Common Stock, Voting Debt or any other equity securities of the Company or any Company Subsidiary securities representing the right to purchase or obligating the Company or any Company Subsidiary to issue or sell otherwise receive any shares of capital stock ofCompany Common Stock, Voting Debt or any other equity interests in, securities of the Company or any Company Subsidiary. All shares As of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidthe date of this Agreement, upon issuance on the terms and conditions specified in the instruments except pursuant to which they are issuablethe Company Stock Plans, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary (x) to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights equity security of the Company or any Company Subsidiary or any securities representing the right to purchase such or otherwise receive any shares of capital stock (or any other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations equity security of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwisey) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings pursuant to which the Company or any Company Subsidiary is a party with respect or could be required to the voting register shares of Company capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). Since the Company Capitalization Date through the date hereof, the Company has not (A) issued or repurchased any shares of Company Common Stock, Company Preferred Stock, Voting Debt or other equity securities of the Company other than the issuance of shares of Company Common Stock in connection with the exercise of stock options to purchase Company Common Stock granted under the Company Stock Plans that were outstanding on the Company Capitalization Date or (B) issued or awarded any options, restricted shares or any other equity based awards under any of the Company SubsidiaryStock Plans.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 90,000,000 shares of Company Common Stock and 1,000,000 20,000,000 shares of preferred stock stock, $1.00 par value (the "Company Preferred Stock"). Immediately prior to the Effective Time and after any action required to be taken by Company stockholders with respect to the Merger and the Recapitalization, the authorized capital stock of the Company will be 60,000,000 shares of Company Common Stock 40,000,000 shares of Class B Common Stock and 20,000,000 shares of Company Preferred Stock. As of September 1December 31, 19971996, there were 59,649,406 shares of Company Common Stock, and no shares of Company Preferred Stock, issued and outstanding and 2,246,600 shares of Company Common Stock held in the Company's treasury. Since such date, (i) 28,738,196 no additional shares of capital stock of the Company have been issued, except pursuant to (a) the Recapitalization or (b) the terms existing on the date hereof of the Company's stock option and employee stock purchase plans, pension plans and other similar employee benefit plans (the "Company Stock Plans") and (ii) no options or other rights to acquire shares of the Company's capital stock have been granted. The Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. All issued and outstanding shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. There Except for the transactions contemplated by this Agreement, there are no outstanding contractual obligations of not on the date hereof any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments that obligate the Company or any Company Subsidiary of its Subsidiaries to repurchaseissue, redeem transfer or otherwise acquire sell any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries (other than under the Company Subsidiary.Stock Plans). 3.4

Capitalization. The As of the date of this Agreement, the authorized capital stock of the Company consists of 64,000,000 550,000,000 shares of Company Common Stock and 1,000,000 50,000,000 shares of preferred stock stock, par value $.01 per share, of which 1,200,000 shares have been designated Company Redeemable Preferred Stock and 1,688,000 shares have been designated Series A Junior Participating Preferred Stock ("Company Series A Junior Preferred Stock"). As of September 1the date of this Agreement, 1997there were outstanding 293,000 Warrants, (i) 28,738,196 each representing the right to purchase 35 shares of Company Common Stock are issued and outstandingat an exercise price of $9.50 per share. As of August 17, all 2000, there were 193,990,737 outstanding shares of which are validly issuedCompany Common Stock, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 16,411,563 shares of Company Common Stock are held in the treasury reserved for issuance upon exercise of the Company; (iii) 1,250,000 outstanding Company Options, 10,255,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 upon exercise of the outstanding Warrants, 356,961.01 outstanding shares of Company Redeemable Preferred Stock and no outstanding shares of Series A Junior Preferred Stock. All such issued and outstanding shares of Company Common Stock and Company Redeemable Preferred Stock are reserved for issuance duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. One right to purchase Series A Junior Preferred Stock (each, a "Company Right") issued pursuant to the Rights Agreement, dated as of March 31December 23, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent 1997 (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to , as amended, between the Company and American Stock Option Plan or pursuant Transfer and Trust Company is associated with and attached to agreements or arrangements described in Section 3.03 each outstanding share of Company Common Stock. As of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights date of this Agreement, except as set forth in this Section 5.3, there are no outstanding shares of capital stock and there are no options, warrants warrants, calls, subscriptions, convertible securities or other rights, agreements, arrangements agreements or commitments of any character relating to the issued or unissued capital stock of which obligate the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary of its Subsidiaries to issue issue, transfer or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations voting securities of the Company or any of its Subsidiaries. The Company Subsidiary to repurchasehas no outstanding bonds, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorizeddebentures, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture notes or other business association obligations the holders of which have the right to vote (or entity, assuming for such purpose the conversion of all securities which are convertible into such capital stock held by or exercisable for securities having the Company or any Company Subsidiary and right to vote) with the exercise of all warrants, options and other rights stockholders of the Company or on any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiarymatter.

Capitalization. The authorized capital stock of Mykrolis consists solely of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, following: (i) 28,738,196 250,000,000 shares of Company Mykrolis Common Stock are Stock, of which, as of February 1, 2005, 41,961,602 shares were issued and outstanding, all of which are validly issued, fully paid ; and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 5,000,000 shares of Company Preferred Stock, $.01 par value per share (the “Mykrolis Preferred Stock”), of which, as of the date of this Agreement, none is issued and outstanding. No shares of Mykrolis Common Stock are held in the treasury of Mykrolis. All of the Company; (iii) 1,250,000 issued and outstanding shares of Company Common Stock are reserved for future issuance pursuant to Company Options capital stock of Mykrolis and (iv) 1,000,000 shares each of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreementits corporate Subsidiaries, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 all of the Company Disclosure Schedule limited liability company interests of each of its limited liability company Subsidiaries, have been duly authorized and validly issued, are fully paid and nonassessable (in the Preferred Stock Purchase Rights (case of such capital stock), and were not granted in violation of any statutory preemptive rights. As of the "Company Rights") issued pursuant to the Company Rights date of this Agreement, there are no outstanding subscriptions, options, warrants warrants, rights, calls, or other rights, agreements, arrangements agreements or commitments of any character relating pursuant to the issued or unissued capital stock of the Company which Mykrolis or any Company Subsidiary of its Subsidiaries is or obligating the Company may become obligated to issue, sell, transfer, or any Company Subsidiary to issue otherwise dispose of, or sell purchase, redeem, or otherwise acquire, any shares of capital stock of, or other equity interests in, the Company Mykrolis or any Company Subsidiary. All of its Subsidiaries, and there are no outstanding securities convertible into or exchangeable for any such capital stock or other equity interests, except for (i) options to purchase up to an aggregate of 6,809,003 shares of Company Mykrolis Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on at the terms and conditions specified exercise prices set forth in the instruments Mykrolis Disclosure Schedule, (ii) the Common Stock Rights Agreement, dated as of November 29, 2001, between Mykrolis and Equiserve Trust Company, N.A., as Rights Agent, as amended (the “Mykrolis Rights Agreement”) pursuant to which they are issuableeach outstanding share of Mykrolis Common Stock has attached to it certain rights (the “Mykrolis Rights”) to purchase one share of Mykrolis Common Stock, will be duly authorizedat a purchase price of $130 per share (subject to adjustment), validly issued, fully paid and nonassessable(iii) rights of participants to purchase shares of Mykrolis Common Stock pursuant to the Employee Stock Purchase Plan of Mykrolis (the “Mykrolis Employee Stock Purchase Plan”). There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, optionspreemptive rights, rights of first refusal, agreementsrights of first offer, limitations on or any similar rights granted by Mykrolis or any of its Subsidiaries with respect to the Company's securities of Mykrolis or such other Company Subsidiary's voting any of its Subsidiaries. As of the date of this Agreement, there are no stock appreciation rights, charges phantom stock rights, or performance shares outstanding with respect to Mykrolis or any of its Subsidiaries or similar agreements or commitments obligating Mykrolis or any Subsidiary of Mykrolis to make cash payments pursuant to any stock based or stock related plan based upon the market price performance of Mykrolis Common Stock. Mykrolis owns, directly or indirectly, all of the issued and outstanding shares of capital stock or limited liability company interests of every class of each of its Subsidiaries, free and clear of all Liens, security interests, pledges, charges, and other encumbrances encumbrances. The Mykrolis Disclosure Schedule contains a complete and correct list of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly ownseach corporation, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporationlimited liability company, partnership, joint venture venture, or other business association in which Mykrolis has any direct or entityindirect equity ownership interest, assuming for such purpose including the conversion nature of all securities convertible into such capital stock the equity interest held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other PersonMykrolis therein. There are no voting trusts or other agreements or understandings arrangements to which the Company Mykrolis or any Company Subsidiary of its Subsidiaries is a party or of which Mykrolis otherwise has knowledge with respect to the voting of its capital stock of the Company or any Company Subsidiarystock.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock")150,000,000 Ordinary Shares. As of September 1December 31, 19972008, (i) 28,738,196 shares of Company Common Stock are 56,120,785 Ordinary Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and 2,500,000 nonassessable, (ii) 2,834,542 Ordinary Shares were issuable upon the exercise of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created share options granted pursuant to the Savannah Foods & IndustriesCompany’s 2007 Share Incentive Plan and 1999 Stock Plan, Inc. Benefit Trust Agreement respectively (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii“Purchaser Options”) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; and (iii) 1,250,000 shares 143,448 restricted share units of the Company Common Stock are reserved for future issuance pursuant to Company Options were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 1,000,000 shares 3,838,697 Ordinary Shares are issuable upon the conversion of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as Purchaser Note. None of March 31, 1989, between the Company issued and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")outstanding Ordinary Shares were issued in violation of any preemptive rights. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of Purchaser Note, the Company Disclosure Schedule and Purchaser Options, the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementRestricted Share Units, there are no options, warrants warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary Ordinary Shares or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock ofOrdinary Shares, or any other equity interests interest in, the Company or any Company SubsidiaryCompany. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidOther than the repurchase program announced on December 31, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable2008, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock Ordinary Shares or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. The Ordinary Shares constitute all of the issued and outstanding share capital of the Company. Upon consummation of the transactions contemplated by this Agreement, the Subscription Shares issued to the Purchaser will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances (other than those created by the Purchaser), except for any restrictions on transfer as set forth in this Agreement or imposed by applicable securities Laws. There are no voting trusts trusts, shareholder agreements, proxies or other agreements or understandings to which the Company or any Company Subsidiary is a party in effect with respect to the voting or transfer of capital stock any of the Company or any Company SubsidiaryOrdinary Shares.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 (i) 50,000,000 Shares, (ii) 5,000,000 shares of preferred stock stock, no par value per share ("the “Company Preferred Stock"”), and (iii) 400,000 shares of Series A junior participating preferred stock, no par value per share (the “Junior Preferred Stock”). As of September 1March 31, 19972007, (i) 28,738,196 shares of Company Common Stock are 9,984,746 Shares were issued and outstanding, all (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no shares of Junior Preferred Stock were issued and outstanding, (iv) no Shares were issued and held in the treasury of the Company or otherwise owned by the Company and (v) a total of 3,667,570 Shares were reserved for issuance pursuant to the Company Stock Plans of which are 2,182,420 Shares were subject to outstanding Company Options and SARs (collectively, the “Company Stock Rights”). All of the outstanding Shares are, and all Shares which may be issued pursuant to the exercise of outstanding Company Stock Rights will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and 2,500,000 non-assessable. Except for issuances of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created Shares pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held Rights described in the treasury first sentence of Section 3.2(b), since March 31, 2007, the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 has not issued any Shares or designated or issued any shares of Company Preferred Stock or Junior Preferred Stock. There are reserved for issuance pursuant to the Rights Agreementno bonds, dated as debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of March 31, 1989, between the Company or any Company Subsidiary issued and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")outstanding. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements Rights described in the first sentence of Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement3.2(b), there are no (x) options, warrants warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character kind, including any shareholder rights plan, relating to to, or the value of which is determined in reference to, the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to issue grant, extend or sell enter into any shares of capital stock ofsuch option, warrant, call, subscription or other equity interests inright, the Company agreement, arrangement or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidcommitment (collectively, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no “Equity Interests”) or (y) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock Shares or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly ownsof, or has agreed to purchase or otherwise acquireother Equity Interests in, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights or any affiliate of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) inin the Company, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any No Company Subsidiary is a party with respect to the voting of capital stock of the Company or owns any Company SubsidiaryShares.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company 20,000,000 Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock")Shares. As of September 1the close of business on April 24, 19971998, (i) 28,738,196 shares of Company there were 2,918,899 Common Stock are Shares issued and outstanding. The Company has no shares of capital stock reserved for issuance, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.)except that, as trustee of the trust created April 24, 1998, there were 101,847 Common Shares reserved for issuance pursuant to Options granted pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Option Plan and 3,110,746 Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are Shares reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between . No Shares are held by the Company as treasury shares and Citizens and Southern Trust Company, as Rights Agent (as amended, no Shares have been acquired by the "Company Rights Agreement")that are subject to outstanding pledges to secure future payment of the purchase price therefor. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described as set forth in Section 3.03 Schedule 4.03 of the Company Disclosure Schedule Statement, since December 31, 1997, the Company has not issued any shares of capital stock except pursuant to the exercise of Options outstanding as of such date and pursuant to other existing Company Benefit Plans (as hereinafter defined), in each case in accordance with their terms. All the Preferred Stock Purchase Rights (the "Company Rights") outstanding Common Shares are, and all Common Shares which may be issued pursuant to the exercise of outstanding Options and pursuant to the Stock Option Agreement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable, except as otherwise provided in Section 180.0622(2)(b) of the WBCL. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into Shares having such rights) ("Voting Debt") of the Company Rights or any of the Subsidiaries issued and outstanding. Except as set forth in this Section 4.03 or Section 4.03 of the Company Disclosure Statement and except for the Merger and the Stock Option Agreement, there are no existing options, warrants warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character character, relating to the issued or unissued capital stock of the Company or any Company Subsidiary or of the Subsidiaries, obligating the Company or any Company Subsidiary of the Subsidiaries to issue issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interests interest in, the Company or any of the Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or obligations of the Company Subsidiaryor any of the Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. All Except (i) as contemplated by the Merger contemplated by this Agreement, (ii) for the Company's obligations under the Option Plans and (iii) for the Company's obligations under the Stock Option Agreement, there are no outstanding contractual obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company or any of the Subsidiaries. Each of the outstanding shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on capital stock of each of the terms and conditions specified in the instruments pursuant to which they are issuable, will be Subsidiaries is duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations , except as otherwise provided in Section 180.0622(2)(b) of the Company or WBCL, and was not issued in violation of any Company Subsidiary to repurchasepreemptive rights, redeem or otherwise acquire any and such shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.owned

Capitalization. The authorized capital stock of the Company consists of 64,000,000 (i) 300,000,000 shares of Company Common Stock, of which 47,008,359 shares were issued and outstanding as of August 3, 2001, and (ii) 2,000,000 shares of preferred stock, $0.10 par value per share, 5,000 of which have been designated as Series E 6% Cumulative Convertible Preferred Stock (as modified by the Waiver), all of which are issued and outstanding as of the date hereof, and 100,000 of which have been designated Series A Junior Participating Preferred Stock, none of which are issued or outstanding. All of the outstanding shares of capital stock of the Company and its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no outstanding stock appreciation rights, phantom stock or similar rights. All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all liens, pledges, charges, encumbrances, claims and options of any nature. Except for options to purchase an aggregate of 9,990,671 shares of Company Common Stock and 1,000,000 shares issued as of preferred stock ("Company Preferred Stock"). As of September 1August 10, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created 2001 pursuant to the Savannah Foods & IndustriesCompany's 1994 Stock Incentive Plan, Inc. Benefit Trust Agreement 1996 Stock Incentive Plan, Amended and Restated 1996 Director Option Plan, 1999 Stock Incentive Plan and 2001 Employee Stock Purchase Plan (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amendedcollectively, the "Company Rights AgreementCOMPANY OPTION Plans"). Except for Company Options heretofore granted pursuant to , the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule Warrants and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement(as hereinafter defined) or as provided under the terms of the Series E Preferred Stock (as modified by the Waiver), there are no outstanding or authorized options, warrants warrants, calls, rights (including preemptive rights), commitments or any other rights, agreements, arrangements or commitments agreements of any character relating to which the issued Company or unissued any of its Subsidiaries is a party to, or by which any of them may be bound, requiring them to issue, transfer, grant, sell, purchase, redeem or acquire any shares of capital stock or any of their securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableits Subsidiaries. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company. No existing rights with respect to the voting registration of capital stock shares of Company Common Stock under the Securities Act, including, but not limited to, demand rights or piggy-back registration rights, shall apply with respect to any Parent Shares issuable in connection with the Merger or upon exercise of Substitute Options or Substitute Warrants. SECTION 5.2(B) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of the outstanding options and warrants to acquire shares of Company Stock, the name of the holder of such option or warrant, the exercise price of such option or warrant, the number of shares as to which such option or warrant will have vested at such date and whether the exercisability of such option or warrant will be accelerated in any way by the transactions contemplated by this Agreement and the extent of acceleration, if any, and any adjustments to such options or warrants resulting from the consummation of the transactions contemplated by this Agreement. Since June 30, 2001, no Company SubsidiaryOptions or other options or warrants convertible or exchangeable for shares of Company Stock have been issued or accelerated or had their terms modified. On or prior to the Effective Time, either (i) all of the shares of Company Series E Preferred Stock shall have been converted into shares of Company Common Stock or (ii) all of the conditions to the obligations of the holder(s) of the Company Series E Preferred Stock to waive their mandatory repurchase right set forth in the Waiver shall have been and remain satisfied and the holder(s) of the Company Series E Preferred Stock have complied with the terms of the Waiver.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 40,000,000 shares of Company Common Stock Stock, par value $0.001 per share, and 1,000,000 5,000,000 shares of preferred stock stock, par value $0.001 per share ("Company Preferred Stock"). As At the close of business on September 130, 19971998, (i) 28,738,196 shares of Company Common Stock are 8,933,547 Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of the Company Common Stock are held did not hold any Shares in the treasury of the Company; its treasury, (iii) 1,250,000 shares of Company Common Stock are 1,441,174 Shares were reserved for future issuance pursuant to upon exercise of outstanding Company Stock Options and under the Stock Option Plans (each as defined in Section 7.05), (iv) 1,000,000 50,000 Shares were reserved for issuance upon exercise of a warrant, (v) 1 Share was reserved for issuance in connection with the ESPP (as defined in Section 7.05(b)) and (vi) no shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company were issued and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")outstanding. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementas set forth above, there are since September 30, 1998, no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations voting securities of the Company or any Company Subsidiary to repurchasewere issued, redeem or otherwise acquire any and no other shares of Company Common Stock such stock or Company Preferred Stock securities were reserved for issuance, issuable or any capital stock outstanding. All outstanding Shares are, and all Shares which may be issued will be, when issued in accordance with the terms of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is the agreements, plans or other documents governing their issuance, duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company not subject to or another Company Subsidiary is free and clear issued in violation of all security interestsany purchase option, lienscall option, claims, pledges, options, rights right of first refusal, agreementspreemptive right, limitations on the Company's subscription right or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor similar right under any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more provision of the capital stock DGCL, the Certificate of any corporation, partnership, joint venture Incorporation or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights Bylaws of the Company or any Company Subsidiary contract, agreement, arrangement or understanding to purchase such capital stock (other than which the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule)is a party or otherwise bound. There are no material bonds, debentures, notes or other indebtedness 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. Except as set forth above, there are not any 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 capital stock or other voting securities of the Company or any of its subsidiaries, or securities convertible into or exercisable for or exchangeable into any such shares, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, 20 15 agreement, arrangement or undertaking. There are not any outstanding contractual obligations of the Company or any Company Subsidiary of its subsidiaries to provide funds torepurchase, redeem or make otherwise acquire any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company or any of its subsidiaries. Neither the Company Subsidiarynor any of its subsidiaries is a party to any voting agreement with respect to the voting of any of its securities.

Capitalization. The authorized capital stock Company’s capitalization was, on June 30, 2002, as set forth in its Form 10-QSB for the quarter ended June 30, 2002. All issued and outstanding shares of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstandingduly authorized, all of which are validly issued, fully paid paid, non-assessable and nonassessable and 2,500,000 free of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")preemptive rights. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests inWhen issued, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, Shares will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessablefree of preemptive rights. There are no outstanding contractual obligations of Additionally, the Company or any Company Subsidiary has reserved and anticipates issuing options to repurchase, redeem or otherwise acquire any purchase up to 25,000,000 shares of Company Common Stock as compensation for services. Further, the Company expects that certain debt obligations owed by the Company to insiders and employees, among others, will be converted into up to 71,000,000 shares of Company Common Stock; however, the exact amount of Company Common Stock issued in conversion of this debt is unknown at this time, and will only be known when the Company’s Board of Directors determines and approves a conversion price. Except as set forth above and/or in the Company’s Form 10-QSB dated June 30, 2002, with the SEC, there are no outstanding or authorized options, rights, warrants, calls, convertible securities, rights to subscribe, conversion rights or other agreements or commitments to which the Company Preferred Stock is a party or any capital stock of any which are binding upon the Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned providing for the issuance by the Company or another transfer by the Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights additional shares of first refusal, agreements, limitations on the Company's or such other capital stock and the Company Subsidiary's voting has not reserved any shares of its capital stock for issuance, nor are there any outstanding stock option rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly phantom equity or indirectly ownssimilar rights, contracts, arrangements or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Personcommitments. There are no voting trusts or any other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the Company's capital stock stock. At or prior to the Closing, Company shall verify, certify, represent and warrant to the ADS Shareholders and ADS the fully-diluted, as converted capitalization as of the Closing Date, and further determine the issued and outstanding shares of the Company, on a fully diluted and converted basis, for the purpose of calculating the Company or any Company Subsidiary.Shares pursuant to Section 1.1. 3.3

Capitalization. The authorized capital stock of the Acquiror Company consists of 64,000,000 325,000,000 shares: 300,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company the Acquiror Company’s Common Stock are authorized, par value $0.001, of which 261,466,723 shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust outstanding immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares")Share Exchange; (ii) 2,568,604 25,000,000 shares of Company the Acquiror Company’s preferred stock are authorized, par value $0.001, of which none are issued or outstanding. All issued and outstanding shares of the Acquiror Company’s Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant immediately prior to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule Share Exchange and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there Share Exchange are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights. At the Closing Date, the Acquiror Company will have sufficient authorized and unissued Acquiror Company’s Common Stock and Preferred Stock to consummate the transactions contemplated hereby. There are no outstanding contractual obligations of options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Acquiror Company or any Company Subsidiary to repurchaseissue, redeem sell or otherwise acquire cause to become outstanding any of its authorized but unissued shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of each Company Subsidiary is duly authorizedcapital stock or to create, validly issuedauthorize, fully paid and nonassessable and each such share owned by the Company issue, sell or another Company Subsidiary is free and clear otherwise cause to become outstanding any new class of all security interestscapital stock. There are no outstanding stockholders’ agreements, liensvoting trusts or arrangements, claims, pledges, optionsregistration rights agreements, rights of first refusal, agreements, limitations on the Company's refusal or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed contracts pertaining to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion Acquiror Company. The issuance of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth shares of Acquiror Company’s Common Stock described in this Section 3.01 6.8.1 have been in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of the Acquiror Company Disclosure Schedule). There are no material outstanding contractual obligations of has any right to rescind or bring any other claim against the Acquiror Company or any Company Subsidiary for failure to provide funds tocomply under the Securities Act, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiarystate securities laws.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares 25,000,000 shares, $0.01 par value per share, of Company Common Stock and 1,000,000 shares 10,000,000 shares, $0.01 par value per share, of preferred stock (the "Company Preferred Stock"). As of September 1, 1997, the date of this Agreement: (i) 28,738,196 10,715,119 shares of Company Common Stock are were issued and outstanding, all and no shares of Company Preferred Stock were issued or outstanding, (ii) no shares of Company Common Stock were reserved for issuance except that (A) 1,579,337 shares of Company Common Stock have been reserved for issuance pursuant to the 1994 Company Stock Option and Incentive Plan, of which 1,082,334 may be issued in the future upon the exercise of options currently outstanding and (B) 526,813 shares of Company Common Stock have been reserved for issuance pursuant to the 1994 Company Employee Stock Purchase Plan, of which 19,037 shares are estimated to be the number of shares of Company Common Stock which will be issued pursuant to contributions by employees of the Company under the 1994 Company Employee Stock Purchase Plan during calendar year 1997, and (C) 31,857 shares of Company Common Stock have been reserved for issuance at par value on or about September 30, 1997 pursuant to an employment agreement with a former employee, (iii) no shares of Company Preferred Stock were reserved for issuance and (iv) 242,185 shares of Company Common Stock were held by the Company in its treasury. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid, and nonassessable. Except as indicated hereinabove, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any Subsidiary thereof to issue, sell, or otherwise cause to become outstanding any of its capital stock or the capital stock of any Subsidiary thereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any of its Subsidiaries. After giving effect to the transactions contemplated by the Share Exchange and Termination Agreement, all shares of capital stock of Subsidiaries of the Company are wholly owned directly or indirectly by the Company and have been duly authorized and are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 300,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of undesignated preferred stock ("Company the “Preferred Stock"”). As of September 1the Effective Date, 1997, (i) 28,738,196 there are no shares of Company Preferred Stock issued and outstanding and there are 1,000,000 shares of Common Stock are issued and outstanding, all of which no shares are validly issuedowned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.)except that, as trustee of the trust created pursuant to the Savannah Foods & IndustriesEffective Date, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 there are 1,507,147 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted options outstanding on such date pursuant to the Company Company’s 2008 Stock Option and Incentive Plan, 2015 Equity Incentive Plan (the “2015 Plan”) and 2015 Employee Stock Purchase Plan (the “ESPP”) (as well as any automatic increases in the number of shares of the Company’s Common Stock reserved for future issuance under the 2015 Plan and ESPP). There are no bonds, debentures, notes or pursuant to agreements other indebtedness having general voting rights (or arrangements described in Section 3.03 convertible into securities having such rights) (“Voting Debt”) of the Company Disclosure Schedule issued and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementoutstanding. Except as stated above, there are no existing options, warrants warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any Company Subsidiary to issue or sell any shares of capital stock or Voting Debt of, or other equity interests interest in, the Company or any Company Subsidiary. All securities or rights convertible into or exchangeable for such shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual or equity interests or obligations of the Company to grant, extend or enter into any Company Subsidiary to repurchasesuch option, redeem warrant, call, subscription or otherwise acquire any shares other right, agreement, arrangement or commitment. Except as provided herein, the issuance of Company Common Stock or Company Preferred Stock other securities pursuant to any provision of this Agreement or the Placement Agent Warrants will not give rise to any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company preemptive rights or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations refusal on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances behalf of any nature whatsoever. Neither person or result in the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock triggering of any corporationanti-dilution rights. Except as provided in the Registration Rights Agreement, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There there are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to arrangements under which the Company or any Company Subsidiary of its subsidiaries is a party with respect obligated to register the voting sale of capital stock any of their securities under the Company or any Company SubsidiarySecurities Act.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 (i) 100,000,000 shares of Company Common Stock and 1,000,000 (ii) 500,000 shares of preferred stock stock, par value $0.01 per share ("Company “Preferred Stock"”). As of September 1June 30, 19972004, (i) 28,738,196 24,861,621 shares of Company the Common Stock are were issued and outstanding. As of June 30, all 2004, no shares of which are validly issuedPreferred Stock were issued or outstanding. As of June 30, fully paid and nonassessable and 2,500,000 2004, options to purchase 2,680,170 shares of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created Common Stock were outstanding pursuant to the Savannah Foods & IndustriesCompany’s 1995 Long-Term Incentive Plan, Inc. Benefit Trust Agreement the Company’s 1998 Long-Term Incentive Plan and the Company’s 2000 Long-Term Incentive Plan (collectively, the "Benefit Trust"; “Incentive Plans”). As of June 30, 2004, warrants to purchase 5,339,803 shares held by of Common Stock were outstanding. Except as set forth in the trustee immediately preceding two sentences, no shares of capital stock, options, warrants, convertible securities or any other equity securities of the Benefit Trust immediately prior to the Effective Time being referred to herein Company are issued or outstanding except as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held set forth in the treasury of SEC Reports and except for the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to Rights. Under the Rights Agreement, dated as of March 31until the distribution date, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights"a) issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating will be evidenced (subject to the issued or unissued provisions of Sections 3(b) and 3(c) thereof) by the certificates for Common Stock registered in the names of the holders of thereof (which certificates shall also be deemed to be Rights Certificates, as such term is defined in the Rights Agreement) and not by separate Rights Certificates and (b) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Stock. All of the outstanding shares of the Company’s respective capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiaryhave been duly authorized and validly issued and are fully paid and nonassessable. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of Common Stock to be issued pursuant to this Agreement will be be, duly authorized, and upon payment of the Purchase Price with respect to the Shares and upon payment of the exercise price with respect to the Warrant Shares, will be validly issued, fully paid and nonassessable. There are no outstanding contractual obligations All of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and each all such share shares are owned by the Company or another Company Subsidiary is subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Company Subsidiary's ’s voting rights, charges and or other encumbrances of any nature whatsoever. Neither As of the date hereof, other than as set forth above, the Company nor any Company Subsidiary directly has no other securities authorized, reserved for issuance, issued or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryoutstanding.

Capitalization. The authorized capital stock of the Company Holdco consists of 64,000,000 shares of Company Common Stock and 1,000,000 (i) 7,000,000 shares of preferred stock ("Company stock, 2,000,000 shares of which have been designated as “Series A Junior Participating Preferred Stock"). As ”, and of September 1which no shares were outstanding as of the time of execution of the Equity Purchase Agreement, 1997, and (iii) 28,738,196 250,000,000 shares of Company Common Stock common Stock, of which 82,598,034 shares were outstanding as of the date of the Equity Purchase Agreement. There are issued and outstandingoutstanding options to purchase an aggregate of not more than 4,071,039 shares of common Stock, all of which options are outstanding under the Benefit Plans. All of the outstanding shares of capital stock of Holdco have been duly and validly issued, authorized and issued and are fully paid and nonassessable non assessable. The shares of Preferred Stock to be issued at the Closing in accordance with the terms of the Equity Purchase Agreement or in respect of or upon conversion of such Preferred Stock (or upon the conversion of Preferred Stock received upon conversion of Preferred Stock to be issued at Closing) in accordance with the terms of the Equity Purchase Agreement and 2,500,000 the respective Certificate of which are held by Wachovia BankDesignations, N.A. (formerly Wachovia Bank of North Carolina N.A.)upon such issuance or conversion, as trustee the case may be, will be duly and validly authorized and issued and fully paid and non assessable and not trigger any pre-emptive or similar rights of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")any other person. Except (A) as described above or Previously Disclosed, (B) for Company Options heretofore the rights granted pursuant to the Company Stock Option Plan Transaction Documents, or (C) under or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementPreviously Disclosed Benefit Plans, there are no outstanding subscriptions, contracts, conversion privileges, options, warrants warrants, calls, preemptive rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company rights obligating Holdco or any Company Subsidiary or obligating the Company or any Company Holdco Subsidiary to issue issue, sell or sell otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of, or other equity interests in, the Company of Holdco or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Holdco Subsidiary. Each outstanding share of Holdco and any Holdco Subsidiary has Previously Disclosed all shares of Holdco capital stock of each Company Subsidiary is duly authorizedthat have been purchased, validly issuedredeemed or otherwise acquired, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly ownsindirectly, by Holdco or has agreed to purchase or otherwise acquireany Holdco Subsidiary since December 31, 5% or more of the capital stock of any corporation, partnership, joint venture 2006 and all dividends or other business association distributions that have been declared, set aside, made or entity, assuming for such purpose the conversion paid to stockholders of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company SubsidiaryHoldco since that date.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 75,000,000 shares of Company Common Stock and 1,000,000 2,500,000 shares of preferred stock Preferred Stock, $.01 par value per share ("Company Preferred Stock"), 1,000,000 shares of which have been designated "Series A Preferred Stock". As of September 1November 30, 19971998, (i) 28,738,196 16,715,306 shares of Company Common Stock are and no shares of Company Preferred Stock were issued and outstanding, (ii) 2,274,140 shares of Company Common Stock were reserved for issuance in connection with the exercise of outstanding options under the Option Plans, (iii) 651,091 shares of Company Common Stock were reserved for issuance in connection with the exercise of currently outstanding warrants ("Warrants") and (iv) 2,159,129 shares of Company Common Stock were reserved for issuance in connection with the conversion of currently outstanding Voting Debt (as defined below). All of the issued and outstanding shares of the Company's capital stock are, and all Shares which may be issued pursuant to the exercise or conversion of which are outstanding Options, Warrants and Voting Debt will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and 2,500,000 free of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), preemptive or similar rights. Except as trustee disclosed on Schedule 4.2 of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementSchedule, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company issued and outstanding. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company. Except as disclosed on Schedule 4.2 of the Disclosure Schedule, as of the date hereof there are no, and as of the Expiration Date there will be no, other options, warrants warrants, puts, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued issued, unissued or unissued treasury shares of the capital stock or any other interest in the ownership or earnings of the Company or any other security of the Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or Voting Debt of, or other equity interests in, the Company or any Company SubsidiaryCompany. All shares Except as disclosed on Schedule 4.2 of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidthe Disclosure Schedule, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or in any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryentity.

Capitalization. (a) The authorized capital stock of the Company SLIC consists of 64,000,000 (i) 100,000,000 shares of Company SLIC Common Stock Stock, of which 27,281,428 were outstanding as of the close of business on May 24, 2024 (the “SLIC Capitalization Date”) and (ii) 1,000,000 shares of preferred stock stock, par value $0.001 per share, of SLIC ("Company “SLIC Preferred Stock"”), of which 521 shares are designated as “12.0% Series A Cumulative Preferred Stock” (“Series A Preferred Stock”) were outstanding as of the close of business on the SLIC Capitalization Date. All of the issued and outstanding shares of SLIC capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability with respect to SLIC attaching to the ownership thereof. As of September 1the date of this Agreement, 1997, no Indebtedness having the right to vote on any matters on which stockholders of SLIC may vote (i“Voting Debt”) 28,738,196 shares of Company Common Stock are is issued and or outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee . As of the trust created SLIC Capitalization Date, except pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule SLIC Charter and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementSLIC Subscription Agreements, there are no SLIC does not have and is not bound by any outstanding subscriptions, options, warrants or other warrants, calls, rights, agreements, arrangements commitments or commitments agreements of any character relating to (“Rights”) calling for the issued purchase or unissued capital stock issuance of, or the payment of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell amount based on, any shares of SLIC capital stock ofstock, Voting Debt or any other equity securities of SLIC or any securities representing the right to purchase or otherwise receive any shares of SLIC capital stock, Voting Debt or other equity interests in, the Company or any Company Subsidiary. All shares securities of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableSLIC. There are no outstanding contractual obligations of the Company SLIC or any Company Subsidiary of its Consolidated Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock SLIC capital stock, Voting Debt or any capital stock equity security of SLIC or its Consolidated Subsidiaries or any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by securities representing the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed right to purchase or otherwise acquirereceive any shares of SLIC capital stock, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary Voting Debt or any other Person. There are no voting trusts equity security of SLIC or its Consolidated Subsidiaries or (ii) pursuant to which SLIC or any of its Consolidated Subsidiaries is or could be required to register shares of SLIC’s capital stock or other agreements or understandings to which securities under the Company or any Company Subsidiary is a party with respect to Securities Act. All of the voting of SLIC capital stock sold has been sold pursuant to private placements exempt from the registration requirements of the Securities Act and in material compliance with the Investment Company or any Company SubsidiaryAct and, if applicable, state “blue sky” Laws.

Capitalization. The authorized Company has share capital stock as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Description of Ordinary Shares”; except as set forth in the Company consists Company’s Articles of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock Association ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.the “Articles”), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Shareholders’ Agreement, dated June 15, 2012 and as of amended November 27, 2018, by and between Tronox Sands Holdings PTY Limited, Tronox Limited, the Selling Shareholder, Exxaro Sands Proprietary Limited and Exxaro TSA Sands Proprietary Limited (the “Exxaro Shareholder’s Agreement”), the Shareholder’s Deed, dated March 3114, 1989, 2019 between the Company and Citizens the Selling Shareholder (the “Exxaro Shareholder’s Deed”) and Southern Trust the Shareholders’ Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, National Industrialization Company Ltd, Gulf Investment Corporation and Xx. Xxxxx Xx-Shair (the “Cristal Shareholders’ Agreement”), in each case as described in the Pricing Disclosure Package and the Prospectus, all the outstanding shares of share capital of the Company (including the Shares to be sold by the Selling Shareholder) are, and, at the time of issuance, all ordinary shares that may be issued upon the exercise of any option to purchase the Company’s ordinary shares, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore whether granted pursuant to the Company Stock Option Company’s Amended and Restated Management Equity Incentive Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights"“Equity Plan”) issued or otherwise (a “Share Option”), settlement of any restricted share unit payable in ordinary shares or whose value is determined with reference to the value of ordinary shares, whether granted pursuant to the Equity Plan or otherwise (a “Restricted Share Unit”), will be duly and validly authorized and issued and are fully paid and non-assessable (meaning that no further contributions in respect of the Company’s shares will be required to be made to the Company Rights by the holders thereof by reason solely of being a holder of the shares) and are not subject to any pre-emptive or similar rights; except as set forth in the United Kingdom Companies Xxx 0000, the Articles, the Exxaro Shareholder’s Agreement, the Exxaro Shareholder’s Deed, the Cristal Shareholders’ Agreement and the Equity Plan, in each case as described in the Pricing Disclosure Package and the Prospectus, there are no optionsoutstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of share capital or other rightsequity interest in the Company or any of its subsidiaries, agreementsor any contract, arrangements commitment, agreement, understanding or commitments arrangement of any character kind relating to the issued or unissued issuance of any share capital stock of the Company or any Company Subsidiary such subsidiary, any such convertible or obligating exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and except as described in or any Company Subsidiary to issue or sell any contemplated by the Pricing Disclosure Package and the Prospectus, all the outstanding shares of share capital stock of, or other equity interests inof each subsidiary owned, directly or indirectly, by the Company or any Company Subsidiary. All shares of Company Common Stock have been duly and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms validly authorized and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, are fully paid and nonassessable. There are non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) (non-assessable meaning that no outstanding contractual obligations further contributions in respect of the Company or any Company Subsidiary relevant subsidiary’s shares will be required to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned be made to that subsidiary by the Company holders thereof by reason solely of being a holder of the relevant subsidiary’s shares) and are owned directly or another Company Subsidiary is indirectly by the Company, free and clear of all any lien, charge, encumbrance, security interestsinterest, liens, claims, pledges, options, rights of first refusal, agreements, limitations restriction on the Company's voting or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary transfer or any other Person. There are no voting trusts or other agreements or understandings to which the Company or claim of any Company Subsidiary is a party third party, except as described in our senior secured first lien term loan facility and our global senior secured asset-based syndicated revolving credit facility with respect to the voting of capital stock of the Company or any Company Subsidiary.Xxxxx Fargo Bank, N.A..

Capitalization. The authorized As of the date hereof, the Company has (i) 57,283,929 Shares issued and outstanding, which include (A) 31,659,628 Shares issued to the Depositary to facilitate future issuance of ADSs upon exercise of options under the Company’s Incentive Plan and (B) 1,708,800 Shares held by the Company in treasury. As of the date hereof, the Company has (w) 11,695,513 Shares issuable pursuant to the outstanding Convertible Notes (assuming full conversion, without giving effect to any restriction contained in the Convertible Notes), (x) 4,778,846 Shares issuable pursuant to the outstanding Warrants (assuming full conversion, without giving effect to any restriction contained in the Warrants), (y) 18,135,200 Shares issuable pursuant to outstanding options under the Company’s Incentive Plan, and no other Shares issuable pursuant to any outstanding Equity Securities exercisable or exchangeable for, or convertible into, any capital stock shares of the Company consists of 64,000,000 shares of Company Common Stock other than those set forth in the foregoing (w), (x) and 1,000,000 shares of preferred stock ("Company Preferred Stock"y). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests indate hereof, the Company or any Company Subsidiaryhas 14,649,543 Shares available for issuance under the Company’s Incentive Plan. All shares of Company Common Stock the issued and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they outstanding Shares are issuable, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and free of preemptive rights of any Persons and similar rights and were issued in compliance with all applicable securities Laws. There Other than the Company’s Incentive Plan, the Convertible Notes and the Warrants, the Incsight Agreement and a consulting agreement pursuant to which the Company shall pay certain finder’s compensation, there are no outstanding contractual obligations of the Company options, warrants, rights to subscribe to, calls or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock commitments of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds character whatsoever relating to, or make securities, rights or obligations convertible into or exchangeable for, or giving any investment (in the form of a loan, capital contribution Person any right to subscribe for or otherwise) inacquire, any Company Subsidiary Equity Securities of the Company, or any other Person. There are no voting trusts or other agreements or understandings to Contracts by which the Company or any Company Subsidiary is a party with respect or may become bound to issue additional Equity Securities of the voting Company, or securities or rights convertible or exchangeable into Equity Securities of capital stock the Company. None of the Company or its Subsidiaries is subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any of its outstanding Equity Securities. Except as provided in this Agreement, no Person has the right to require the Company Subsidiaryto register any Equity Securities of the Company with the SEC or any other Governmental Authority, whether on a demand or piggy-back basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

Capitalization. The As of the date hereof, the authorized capital common stock of the Company consists on the date hereof is 4,000,000,000; (b) the number of 64,000,000 shares of Company Common Stock capital stock issued and 1,000,000 outstanding as of December 13, 2016 is 1,307,401,310; (c) the number of shares of preferred capital stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created issuable pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement Company’s stock plans is11,999,978; and (d) the "Benefit Trust"; shares held by the trustee number of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options capital stock issuable and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds toSecurities) exercisable for, or make convertible into or exchangeable for any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company as of December 13, 2016 are2,680,624,251. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Other than described herein and in the Company's periodic reports filed with the SEC, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company Subsidiarynor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization. The Immediately prior to the Closing, the authorized capital stock of the Company consists of 64,000,000 (or will consist of at the Closing) 6,000,000 shares of Company Voting Common Stock Stock, par value $.01 per share and 1,000,000 shares of preferred stock ("Company Preferred Non-Voting Common Stock"), par value $.01 per share. As Immediately prior to the purchase of September 1shares pursuant to this Agreement, 1997, (i) 28,738,196 100 shares of Company the Company's Common Stock are were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are no such shares were held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately in treasury. Immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementClosing, there are no were not any existing options, warrants warrants, calls, subscriptions, or other rights, agreementsor other agreements or commitments, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or other than in connection with this Agreement, obligating the Company or any Company Subsidiary to issue issue, transfer or sell any shares of capital stock ofof the Company. Immediately after the Closing and prior to the Merger, there will be 5,471,857 shares of the Company's Voting Common Stock issued and outstanding and 807,058 shares of the Company's Non-Voting Common Stock issued and outstanding. The authorized capital of the Surviving Corporation, as of the Merger, will consist of 50,000,000 shares of Common Stock, par value $.01 per share, 15,000,000 shares of preferred stock, par value $.01 per share of which 500,000 shares are designated Series A Junior Participating Preferred Stock, par value $.01 per share. As of the close of business on January 20, 1998, 20,356,764 shares of the Surviving Corporation's Common Stock were issued and outstanding, and no such shares were held in treasury. The Surviving Corporation has no shares of Preferred Stock issued and outstanding. As of January 20, 1998, except for (i) 3,555,774 shares reserved for issuance pursuant to outstanding options and rights granted under the stock plans and (ii) 500,000 shares of Junior Preferred Stock reserved for issuance upon exercise of certain rights, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings commitments, obligating the Surviving Corporation to which the Company issue, transfer or sell any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company Surviving Corporation or any Company Subsidiaryof its subsidiaries.

Capitalization. The authorized capital stock of the Company consists solely of 64,000,000 (a) 70,000,000 shares of Company Common Stock, of which 50,199,874 shares are issued and outstanding on the date hereof, 2,215,657 shares have been reserved for issuance upon the conversion of the issued and outstanding shares of Company Preferred Stock, 6,633,543 shares have been reserved for issuance under the Company Option Plans, 1,887,296 shares have been reserved for issuance under the terms of the Company ESP Plan, and none are held in the treasury; and (b) 10,000,000 shares of Company Preferred Stock, of which 3,000,000 are reserved for issuance as Series B Cumulative Convertible Preferred Stock, of which 1,500,000 shares are issued and outstanding on the date hereof. All of the outstanding shares of Company Common Stock and 1,000,000 shares all of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 the outstanding shares of Company Common Preferred Stock are issued have been duly authorized and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 free of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee preemptive rights. All of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 issued shares of Company Common Stock are held in the treasury and all of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 issued shares of Company Preferred Stock are reserved for issuance pursuant were issued, and to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of extent purchased by the Company or transferred, have been so purchased or transferred, in compliance with any Company Subsidiary preemptive rights and any other statutory or obligating contractual rights of any stockholders of the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company SubsidiaryCompany. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidupon exercise of the outstanding Options described above will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There Other than as set forth above, there are no subscriptions, options, warrants, convertible securities or other agreements or commitments (contingent or otherwise) pursuant to which the Company or any Subsidiary is required to issue any shares of its capital stock (or ownership interests) or any securities convertible into or exchangeable for its capital stock (or ownership interests), or is otherwise required to give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock (or ownership interests) of the Company or any Subsidiary or any rights to participate in the equity or net income of the Company or any Subsidiary. Except as set forth on Schedule 4.5 of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such its capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary ownership interests) or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There Schedule 4.5 of the Disclosure Schedule sets forth (i) the number and exercise price of all outstanding Options and (ii) the aggregate number of participants in, and the aggregate amount contributed (and not otherwise withdrawn) by such participants to, the Company ESP Plan in the current “Offering Period” (as such term is defined in the Company ESP Plan), each calculated as of May 21, 2004. Except as set forth on Schedule 4.5 of the Disclosure Schedule, there are no stockholders’ agreements, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party or by which it is bound or, to the Company’s Knowledge, between or among stockholders, in each case with respect to the transfer or voting of any capital stock of the Company or any Subsidiary. Each outstanding share of capital stock (or ownership interests) of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and is owned by the Company or another Subsidiary, free and clear of all Liens other than Permitted Liens.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 39,990,549 shares of Company Common Stock, 9,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of the Company (“Company Series A Preferred Stock”) and 451 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B of the Company (“Company Series B Preferred Stock”). As of the date hereof, there are (i) 17,883,472 shares of Company Common Stock issued and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997outstanding, (iii) 28,738,196 no shares of Company Common Stock are issued and outstandingheld in treasury, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (iiiii) 2,568,604 194,233 shares of Company Common Stock are held in reserved for issuance upon the treasury exercise of the Company; outstanding Company Stock Options, (iiiiv) 1,250,000 156,824 shares of Company Common Stock are reserved for future issuance pursuant to outstanding in respect of Company Options Restricted Stock Awards and (iv) 1,000,000 no shares of Company Preferred Common Stock are reserved for issuance pursuant upon the settlement of outstanding restricted stock units, (v) no preferred shares of Company Series A Preferred Stock outstanding, (vi) no preferred shares of Company Series B Preferred Stock outstanding and (vii) no other shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of any preemptive rights, with no personal liability attaching to the Rights Agreementownership thereof. There are no bonds, dated as debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of March 31, 1989, between the Company and Citizens and Southern Trust may vote. Other than the Company Equity Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Company Common Stock or other equity interests of the Company, as Rights Agent (as amended, other than the "Company Rights Agreement")Support Agreements. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 3.2(a)(i) of the Company Disclosure Schedule sets forth a true, correct and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to complete list of all the Company Rights AgreementEquity Awards issued and outstanding under each Company Equity Plan specifying, there are on a holder-by-holder basis, the (A) name of each holder, (B) number of shares subject to each such Company Equity Award, (C) grant date of each such Company Equity Award, (D) vesting schedule for each such Company Equity Award, (E) exercise price for each such Company Equity Award that is a Company Stock Option, and (F) expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no options, warrants equity-based awards (including any cash awards where the amount of payment is determined in whole or other rights, agreements, arrangements or commitments in part based on the price of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they its Subsidiaries) are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryoutstanding.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 19,000,000 shares of Company Common Stock, $.01 par value per share, and 1,000,000 shares of preferred stock, $.001 par value per share (the “Company Preferred Stock”). As of the close of business on November 1, 2005 (the “Company Measurement Date”), (a) 10,826,064 shares of Company Common Stock were issued and 1,000,000 outstanding, (b) no shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997Stock were issued and outstanding, (ic) 28,738,196 the Company had 116,850 shares of Treasury stock, and (d) Company Options to purchase 1,533,785 shares of Company Common Stock had been granted and remained outstanding under the Company Stock Option Plans, and (e) a warrant to purchase 1,725 shares of Company Common Stock. Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in the Company have been issued and no Rights (as defined below) have been granted. Except as described in the preceding sentence or as set forth in Section 3.3 of the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other securities or obligations the holders of which have the right to vote or which are convertible into or exercisable for securities having the right to vote on any matter on which any stockholder of the Company has a right to vote. All issued and outstanding shares of Company Common Stock are issued and outstandingduly authorized, all of which are validly issued, fully paid and paid, nonassessable and 2,500,000 free of which preemptive rights. There are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), not as trustee of the trust created pursuant date hereof any existing options, warrants, stock appreciation rights, stock issuance rights, calls, subscriptions, convertible securities or other rights which obligate the Company or any of its Subsidiaries to the Savannah Foods & Industriesissue, Inc. Benefit Trust Agreement (the "Benefit Trust"; exchange, transfer or sell any shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary of its Subsidiaries, other than rights to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All purchase shares of Company Common Stock and issuable under the Company Preferred Stock subject to issuance as aforesaidOption Plans (“Rights”). As of the date hereof, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, reprice, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company Subsidiaryto vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 shares of 500,000,000 Company Common Stock Shares and 1,000,000 25,000,000 shares of preferred stock stock, $0.01 par value per share, of the Company ("“Company Preferred Stock"Shares”). As of September 117, 19972004, (i) 28,738,196 shares of 238,193,195 Company Common Stock are Shares (excluding treasury shares) were issued and outstanding, all (ii) 13,767,310 Company Shares were held by the Company in its treasury, (iii) no Company Preferred Shares were issued and outstanding, (iv) 100,000 Company Shares were reserved for issuance under the Company’s 1998 Non-Employee Director Stock Plan, (v) 2,000,000 Company Shares were reserved for issuance under the Company’s Savings Plan, (vi) 1,000,000 Company Shares were reserved for issuance under the Company’s 2000 Employee Incentive Plan and (vii) 36,000,000 Company Shares were reserved for issuance under the Company’s Stock Incentive Plan and Company Options to acquire 27,779,630 Company Shares were outstanding. No shares of which capital stock of the Company are owned by any Subsidiary of the Company. None of the Company Shares held by the Company in its treasury were acquired from any current or former Subsidiary of the Company. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, issued and are fully paid and nonassessable and 2,500,000 free of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options preemptive and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")similar rights. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementas set forth above, there are no optionsoutstanding (i) shares of capital stock, warrants Debt Securities or other rightsvoting securities of or ownership interests in the Company, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock (ii) securities of the Company or any Company Subsidiary of its Subsidiaries convertible into or obligating exchangeable for shares of capital stock, Debt Securities or voting securities of, or ownership interests in, the Company, (iii) subscriptions, calls, Contracts, commitments, understandings, restrictions, arrangements, rights, warrants, options or other rights to acquire from the Company or any Company Subsidiary to issue or sell any shares of capital stock ofthe Company, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary of the Company to issue any capital stock, Debt Securities, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, Debt Securities, voting securities, or ownership interests in, the Company, or obligations of the Company or any Subsidiary of the Company to grant, extend or enter into any such agreement or commitment or (iv) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares outstanding securities of Company Common Stock the Company, or Company Preferred Stock to vote or any capital stock to dispose of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company. All of the outstanding equity securities of the Company or any have been offered and issued in compliance with all applicable securities laws, including the Securities Act and “blue sky” laws, except where the failure to be in compliance would not be reasonably expected to cause a Company SubsidiaryMaterial Adverse Effect.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 25,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stock ("Company Preferred Stock")stock, par value $0.01 per share. As of September 1, 1997the date hereof, (i) 28,738,196 8,396,455 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. outstanding (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; excluding shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; ), (ii) 1,883,999 shares of Series C Preferred Stock are issued and outstanding, (iii) 1,250,000 no shares of Company Common Stock or Series C Preferred Stock are owned of record by any Person who is not an Optionor, (iv) 1,228,284 shares of Common Stock or Series C Preferred Stock are issued and held in the treasury of the Company, (v) other than the Series C Preferred Stock, no shares of preferred stock are issued or outstanding, and (vi) 760,000 shares of Common Stock are reserved for future issuance pursuant to upon exercise of Company Options and (iv) 1,000,000 under the Long-Term Incentive Plan. As of the date hereof, there are outstanding Company Options to purchase 299,737 shares of Company Preferred Stock are reserved for issuance pursuant to Common Stock. All the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 outstanding shares of the Company Disclosure Schedule Company’s capital stock are, and the Preferred all shares of Common Stock Purchase Rights (the "Company Rights") which may be issued pursuant to the exercise of outstanding Company Rights AgreementOptions will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. There is no Voting Debt of the Company or any Company Subsidiary issued and outstanding. Except as set forth above, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding; (ii) there are no existing options, warrants warrants, calls, pre emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character character, relating to the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity or debt interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to issue grant, extend or sell enter into any shares of capital stock ofsuch option, warrant, call, subscription or other equity interests inright, the Company agreement, arrangement or any Company Subsidiary. All shares of Company Common Stock commitment and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There (iii) there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock Stock, or Company Preferred Stock or any other capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights or Affiliate of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company Subsidiary or any other Personentity. There are no voting trusts Except as set forth above, during the period from the date hereof to the Closing Date, the Company has not issued or committed to issue any shares of Common Stock or Series C Preferred Stock or any options, warrants, calls, preemptive rights, subscriptions or other agreements rights, agreements, arrangements or understandings to which the Company or commitments of any Company Subsidiary is a party with respect character, relating to the voting of issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity or debt interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment.

Capitalization. (a) The authorized capital stock of the Company HCI consists of 64,000,000 40,000,000 shares of Company HCI Common Stock. As of the date of this Agreement, there were 4,857,500 shares of HCI Common Stock and 1,000,000 outstanding (2,857,500 shares of preferred which are shares of voting common stock (the "Company Preferred HCI Voting Common Stock") and 2,000,000 ----------------------- shares of which are shares of non-voting common stock (the "HCI Non-Voting -------------- Common Stock")), and no shares of HCI Common Stock held in HCI's treasury and, ------------ except for such shares, there were no other shares of HCI capital stock outstanding. All of the issued and outstanding shares of HCI Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of September 1, 1997, (i) 28,738,196 shares the date of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights this Agreement, dated as of March 31HCI does not have and is not bound by any outstanding subscriptions, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants warrants, calls, commitments or other rights, agreements, arrangements or commitments agreements of any character relating to calling for the issued purchase or unissued capital stock issuance of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock ofHCI Common Stock or any other equity securities of HCI or any securities representing the right to purchase or otherwise receive any shares of HCI Common Stock or any other equity securities of HCI, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary requiring HCI to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock its capital stock or any capital stock stock, voting securities or ownership interests in any Subsidiary of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule)HCI. There are no material outstanding contractual obligations bonds, debentures, notes or other indebtedness of HCI having the Company right to vote (or any Company Subsidiary to provide funds toconvertible into, or make exchangeable for, securities having the right to vote) on any investment (in the form matters on which stockholders of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company SubsidiaryHCI may vote.

Capitalization. The authorized capital stock of the Company Buyer consists of 64,000,000 310,000,000 shares, divided into 300,000,000 shares of Company Buyer Common Stock and 1,000,000 10,000,000 shares of preferred stock ("Company Preferred Stock"), no par value. As of September 1the close of business on June 18, 19971999 (the "Buyer Measurement Date"), (ia) 28,738,196 135,636,594 shares of Company Buyer Common Stock are were issued and outstanding, all (b) no shares of which are validly issuedPreferred Stock were issued and outstanding, fully paid and nonassessable and 2,500,000 (c) 25,400,846 shares of which are held by Wachovia Bank, N.A. Buyer Common Stock were reserved for issuance under the stock-based benefit plans of the Buyer (formerly Wachovia Bank of North Carolina N.A.the "BUYER STOCK PLANS"), as trustee (d) Buyer Options had been granted and remain outstanding under the Buyer Stock Plans to purchase 12,932,216 shares of Buyer Common Stock in the trust created aggregate, and (e) except for the Buyer Options, rights to acquire shares of Buyer Common Stock under Buyer's Employee Stock Purchase Plan (the "BUYER ESPP") and rights to acquire shares of Buyer Common Stock pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options Second Amended and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Restated Rights Agreement, dated as of March 31November 28, 19891995, between the Company Buyer and Citizens and Southern Trust CompanyNorwest Bank, as Rights Agent (as amendedMinnesota, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights National Association (the "Company RightsBUYER SRP PLAN") issued pursuant to the Company Rights Agreement), there are no outstanding Buyer Rights (as defined below). Since the Buyer Measurement Date, no additional shares of Buyer Common Stock have been issued and are outstanding, except pursuant to the exercise of Buyer Options and the Buyer ESPP, and no Buyer Rights have been granted (other than additional Buyer SRP Rights issued upon the issuance of shares of Buyer Common Stock). All issued and outstanding shares of Buyer Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights created by the Minnesota Business Corporation Act or Buyer's Charter Document or Governing Document. There are not at the date of this Agreement any existing options, warrants warrants, calls, subscriptions, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company rights which obligate Buyer or any Company Subsidiary or obligating the Company or any Company Subsidiary of its Subsidiaries to issue issue, exchange, transfer or sell any shares of capital stock ofof Buyer or any of its Subsidiaries, other than shares of Buyer Common Stock issuable under the Buyer Stock Plans and the Buyer ESPP, or awards granted pursuant thereto, and other equity interests in, than Buyer SRP Rights issued upon the Company or any Company Subsidiary. All issuance of additional shares of Company Buyer Common Stock and Company Preferred Stock subject to issuance as aforesaid(collectively, upon issuance on "BUYER RIGHTS"). As of the terms and conditions specified in the instruments pursuant to which they are issuableBuyer Measurement Date, will be duly authorized, validly issued, fully paid and nonassessable. There are there were no outstanding contractual obligations of the Company Buyer or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock capital stock of Buyer or any of its Subsidiaries. As of the Buyer Measurement Date, there were no outstanding contractual obligations of Buyer to dispose of any shares of capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryits Subsidiaries.

Capitalization. The authorized capital stock of the Company Purchaser consists of 64,000,000 1,500,000,000 shares of Company Purchaser Common Stock and 1,000,000 shares Stock, of preferred stock ("Company Preferred Stock"). As which, as of September 130, 19972013, (i) 28,738,196 shares of Company Common Stock are the “Purchaser Capitalization Date”), 830,144,646 were issued and outstanding, all and 6,617,808 shares of which are validly issuedpreferred stock, fully paid and nonassessable and 2,500,000 par value $0.01 per share, of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.)which, as trustee of the trust created Purchaser Capitalization Date, 362,507 shares, designated as Series A, 8.50% fixed rate, non-cumulative perpetual convertible preferred stock, and 1,420,000 shares, designated as Series B, floating rate, non-voting, non-cumulative perpetual preferred stock, were issued and outstanding. As of the Purchaser Capitalization Date, 51,000,000 shares of Purchaser Common Stock were authorized for issuance upon exercise of options issued pursuant to employee and director stock plans of Purchaser or a Subsidiary of Purchaser in effect as of the Savannah Foods & Industries, Inc. Benefit Trust date of this Agreement (the "Benefit Trust"; shares held by the trustee “Purchaser Stock Plans”). All of the Benefit Trust immediately prior issued and outstanding shares of Purchaser Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the Effective Time being referred ownership thereof. As of the date of this Agreement, no Voting Debt of Purchaser is issued or outstanding. As of the Purchaser Capitalization Date, except pursuant to herein as this Agreement, the "Benefit Trust Shares"); (ii) 2,568,604 Purchaser Stock Plans and the Series B, floating rate, non-voting, non-cumulative perpetual preferred stock, Purchaser does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Purchaser Common Stock, Purchaser Preferred Stock, Voting Debt of Purchaser or any other equity securities of Purchaser or any securities representing the right to purchase or otherwise receive any shares of Purchaser Common Stock, Purchaser Preferred Stock, Voting Debt of Purchaser or other equity securities of Purchaser. The shares of Purchaser Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") be issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, Merger will be duly authorizedauthorized and validly issued and, validly issuedat the Effective Time, all such shares will be fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchasepaid, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting preemptive rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are with no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect personal liability attaching to the voting of capital stock of the Company or any Company Subsidiaryownership thereof.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 shares of 200,000,000 Company Common Stock Shares and 1,000,000 2,000,000 shares of preferred stock stock, par value $0.01 per share, of the Company ("“Company Preferred Stock"Shares”). As At the close of September 1business on November 10, 19972006, (i) 28,738,196 shares of 36,611,140 Company Common Stock are Shares (excluding treasury shares) were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares ii) no Company Shares were held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; its treasury, (iii) 1,250,000 shares of no Company Common Stock are Preferred Shares were issued and outstanding, (iv) 4,430,172 Company Shares were reserved for future issuance pursuant to outstanding unexercised options to purchase Company Options Shares (each a “Company Option”), (v) 6,150,504 Company Shares have been reserved for issuance under the Company’s 2005 Equity Incentive Plan (and sub plans thereunder), (ivvi) 1,000,000 shares of 7,845,889 Company Preferred Stock are Shares have been reserved for issuance pursuant to the Rights AgreementCompany Warrants, dated as and (vii) 37,618 Company Shares have been reserved for issuance under the Company’s 1998 Employee Stock Purchase Plan. No shares of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 capital stock of the Company Disclosure Schedule and are owned by any Subsidiary of the Preferred Stock Purchase Rights (Company. All of the "Company Rights") issued pursuant to outstanding shares of capital stock of the Company Rights have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive and similar rights. Except as set forth above, as of the date of this Agreement, there are no optionsoutstanding (i) shares of capital stock, warrants debt securities or other rightsvoting securities of the Company, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock (ii) securities of the Company or any Company Subsidiary of its Subsidiaries convertible into or obligating exchangeable for shares of capital stock, debt securities or voting securities or ownership interests in the Company, (iii) subscriptions, calls, contracts, commitments, understandings, restrictions, arrangements, rights, warrants, options, or other rights to acquire from the Company or any Company Subsidiary to issue or sell any shares of capital stock ofthe Company, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary of the Company to issue any capital stock, debt securities, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities, debt securities or ownership interests in, the Company, or obligations of the Company or any Subsidiary of the Company to grant, extend or enter into any such agreement or commitment or (iv) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares outstanding securities of Company Common Stock the Company, or Company Preferred Stock to vote or any capital stock to dispose of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more shares of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion Company. All of all the outstanding debt and equity securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than have been offered and issued in compliance with all applicable securities laws, including the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company SubsidiarySecurities Act and “blue sky” laws.

Capitalization. The As of the date hereof, the authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, of: (i) 28,738,196 1,000,000,000 shares of Company Common Stock Stock, $0.001 par value per share, of which 200,000,000 shares are issued and outstandingoutstanding as of April 16, all of which are validly issued, fully paid 2012; and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 there are no authorized shares of Company Common Stock are held in the treasury of the CompanyPreferred Stock; (iii) 1,250,000 no shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights AgreementCompany’s stock option plans, dated as except for warrants to purchase approximately 500,000 shares of March 31common stock, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except no shares are reserved for Company Options heretofore granted issuance pursuant to securities (other than the Company Stock Option Plan or pursuant to agreements or arrangements described Note and three (3) prior convertible promissory notes in Section 3.03 favor of the Company Disclosure Schedule Buyer: (a) prior convertible promissory note in favor of the Buyer dated April 21, 2011 in the amount of $50,000.00, which principal amount is now reduced to $9,500.00; (b) prior convertible promissory note in favor of the Buyer dated June 2, 2011 in the amount of $32,500.00 and (c) prior convertible promissory note in favor of the Buyer dated January 9, 2012 in the amount of $15,000.00) exercisable for, or convertible into or exchangeable for shares of Common Stock and 250,000,000 shares will be reserved for issuance upon conversion of the Note and the Preferred Stock Purchase Rights three (the "Company Rights"3) issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments prior convertible promissory notes listed above. All of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any such outstanding shares of capital stock ofare, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuablewill be, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no outstanding contractual obligations subject to preemptive rights or any other similar rights of the shareholders of the Company or any Company Subsidiary liens or encumbrances imposed through the actions or failure to repurchaseact of the Company. As of the effective date of this Agreement, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each other than as set forth herein, (i) there are no outstanding share of capital stock of each Company Subsidiary is duly authorizedoptions, validly issuedwarrants, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interestsscrip, liensrights to subscribe for, claimsputs, pledges, optionscalls, rights of first refusal, agreements, limitations on the Company's understandings, claims or such other Company Subsidiary's voting rights, charges and other encumbrances commitments or rights of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds character whatsoever relating to, or make securities or rights convertible into or exchangeable for any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company Subsidiaryor any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) other than piggyback registration rights, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. The (a) On the Second Closing Date, after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists shall consist of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 30,000,000 shares of Company Common Stock Stock, of which 9,380,000 shares are issued and outstanding, (ii) 1,155,000 shares of Series A Convertible Participating Preferred Stock of the Company, all of which are issued and outstanding to GAP 42 and GAP Coinvestment and (iii) 866,500 shares of Preferred Stock, of which 866,500 shares will be issued and outstanding to the Purchasers. Schedule 3.5(a) sets forth, at and on the Second Closing Date, a --------------- true and complete list of (x) the stockholders of the Company (including any trust or escrow agent arrangement created in connection with any employee stock option plan) and, opposite the name of each stockholder, the amount of all outstanding capital stock and Stock Equivalents owned by such stockholder and (y) the holders of Stock Equivalents (other than the stockholders set forth in clause (x) above) and, opposite the name of each such holder, the amount of all Stock Equivalents owned by such holder. As of the Second Closing Date, the Company will have reserved an aggregate of 866,500 shares of Common Stock for issuance upon conversion of the Purchased Shares. Except as set forth on Schedule 3.5(a), there are no options, warrants, conversion privileges, --------------- subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of the Company's capital stock, (ii) any Stock Equivalents or (iii) other securities of the Company. As of the First Closing Date and the Second Closing Date, respectively, the GAP/Xxxxxxxx Purchased Shares and the Xxxxx Purchased Shares, respectively, will be duly authorized, and when issued and sold to the GAP Purchasers and Xxxxx, respectively, after payment therefor in accordance herewith, will be validly issued, fully paid and nonassessable and 2,500,000 will be issued in compliance with the registration and qualification requirements of which are held by Wachovia Bankall applicable U.S. federal, N.A. state and foreign securities laws (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 exemptions therefrom). The shares of Common Stock issuable upon conversion of the Company Disclosure Schedule and Purchased Shares are duly authorized and, when issued in compliance with the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock provisions of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares Certificate of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableIncorporation, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The As of December 15, 2010, the authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 180,000,000 shares of Company Common Stock Stock, par value $.05 per share, of which 45,759,150 shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; 5,075,864 shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to upon exercise of stock options outstanding under the Rights AgreementCompany’s employee and director stock option plans, dated as and 13,106,619 shares are reserved for issuance under warrants and convertible notes; and (ii) 20,000,000 shares of March 31preferred stock, 1989no par value per share, between the Company none of which are issued and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")outstanding. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 The authorized capital stock of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant conforms as to legal matters to the description thereof contained in the prospectus under the caption “Description of common stock” (and any similar sections or information, if any, contained in the Company’s periodic reports and other information filed with the Securities and Exchange Commission). The issued and outstanding shares of capital stock of the Company Rights Agreementhave been duly authorized and validly issued, there are fully paid and nonassessable, and have been issued in compliance with all federal and state securities laws. None of the outstanding shares of capital stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase or acquire any securities of the Company. There are no authorized or outstanding shares of capital stock, options, warrants warrants, preemptive rights, rights of first refusal or other rightsrights to purchase, agreementsor equity or debt securities convertible into or exchangeable for, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary of its Subsidiaries other than those described in the Company’s periodic reports and other information filed with the Securities and Exchange Commission. The description of the Company’s stock option, stock bonus and other stock plans or obligating arrangements, and the Company or any Company Subsidiary to issue or sell any shares of capital stock of, options or other equity interests inrights granted thereunder, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified described in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges ’s periodic reports and other encumbrances of any nature whatsoever. Neither information filed with the Company nor any Company Subsidiary directly or indirectly ownsSecurities and Exchange Commission, or has agreed accurately and fairly present the information required to purchase or otherwise acquirebe shown with respect to such plans, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrantsarrangements, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryrights.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 250,000,000 Shares and 500,000 shares of Company Convertible Non-Voting Common Stock and 1,000,000 shares Stock, par value $.001. At the close of preferred stock ("Company Preferred Stock"). As of September 1, 1997business the business day immediately preceding the date hereof, (i) 28,738,196 shares of Company Common Stock are 45,232,292 Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares ii) 2,990,000 Shares were held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; its treasury, (iii) 1,250,000 no shares of Company Convertible Non-Voting Common Stock are reserved for future issuance pursuant to Company Options and were outstanding, (iv) 3,822,971 Shares were reserved for issuance upon exercise of outstanding options to purchase Shares ("Company Stock Options") and --------------------- 360,984 Shares were reserved for issuance upon exercise of options to purchase Shares that the Company has agreed to grant but that have not been granted, (v) 3,080,000 Shares were issuable upon the exercise of outstanding warrants, rights or other options to purchase Shares ("Warrants") and (vi) 1,000,000 shares of Company Preferred Stock Shares are reserved for issuance pursuant -------- to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")'s Employee Stock Purchase Plan. Except as set forth above, and except for Company Options heretofore granted pursuant to Shares issued since the close of business on the business day immediately preceding the date hereof upon the exercise of any then outstanding Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any then outstanding Warrant, since such date no shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations voting securities of the Company were issued, reserved for issuance, issuable or any Company Subsidiary to repurchaseoutstanding. All outstanding Shares are, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or another convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company Subsidiary is free and clear of all security interestsmay vote. Except as set forth above, liens, claims, pledgesthere are no securities, options, rights of first refusalwarrants, calls, rights, commitments, agreements, limitations on the Company's arrangements or such other Company Subsidiary's voting rights, charges and other encumbrances undertakings of any nature whatsoever. Neither kind to which the Company nor any is a party or by which it is bound obligating the Company Subsidiary directly to issue, deliver or indirectly ownssell, or has agreed cause to purchase be issued, delivered or otherwise acquiresold, 5% or more additional shares of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all voting securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than obligating the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule)to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no material outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company or any Company SubsidiaryCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 15,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock Preferred Stock, par value $0.001 per share ("“Company Preferred Stock"”). As of September 1November 9, 19972010, (i) 28,738,196 5,507,876 shares of Company Common Stock are were issued and outstanding, all of which are were validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Banknonassessable, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 1,198,059 shares of Company Common Stock are were held in the treasury of the Company; treasury, (iii) 1,250,000 385,102 shares of Company Common Stock are were reserved for future issuance pursuant to the Company’s 2004 Stock Incentive Plan, as amended, and 531,723 shares of Company Options Common Stock were reserved for future issuance pursuant to the Company’s Amended and Restated 1997 Stock Incentive Plan (together, the “Company Stock Plans”), respectively, and (iv) 1,000,000 359 shares were reserved for future issuance pursuant to that certain warrant to purchase Company Common Stock held by Pentech Financial Services, Inc. and dated as of April 16, 2002 (the “Pentech Warrant”). As of the date hereof, no shares of Company Preferred Stock are reserved for issuance pursuant issued and outstanding. Since November 9, 2010 to the Rights date of this Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") has not issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock ofor granted any options covering shares of capital stock, except in connection with the exercise of Company Stock Options or other equity interests inCompany SARs or the vesting of Company Stock Awards in each case issued and outstanding on November 9, the Company or any Company Subsidiary2010. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will not be subject to any preemptive rights. There are no outstanding contractual obligations All of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any outstanding capital stock of any Company Subsidiary. Each outstanding share of capital stock of of, or other ownership interests in, each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company Company, directly or another Company Subsidiary is indirectly, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's ’s or such other Company Subsidiary's ’s voting rights, charges and other encumbrances of any nature whatsoever. Neither Subject to the Company nor any Company Subsidiary directly or indirectly ownsforegoing, or has agreed to purchase or otherwise acquire, 5% or more the consummation of the capital stock of transactions contemplated by this Agreement will not effect or result in any corporation, partnership, joint venture or other business association or entity, assuming for such purpose change in the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights ownership of the Company or of any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryexcept as expressly contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 (i) 1,000,000,000 shares of Company Common Stock and 1,000,000 (ii) 200,000,000 shares of preferred stock stock, par value $0.01 per share ("Company the “Preferred Stock"”). As At the close of September 1business on August 4, 19972014, and, subject to any changes permitted in accordance with Section 5.1, at the Closing Date, (iA) 28,738,196 293,399,469.342 shares of Company Common Stock were issued and outstanding (which includes 149,040 Restricted Company Shares), (B) no shares of Preferred Stock were issued or outstanding, (C) 1,850,960 shares of Company Common Stock were reserved for issuance in connection with future grants of awards under the Company Equity Plan and (D) no shares of Company Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company Equity Plan. All of the outstanding shares of Company Common Stock are issued and outstandingduly authorized, all of which are validly issued, fully paid and nonassessable non-assessable and 2,500,000 of which are held by Wachovia Bankwere issued in compliance with applicable securities Laws. Except as set forth in this Section 3.2, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury there is no other outstanding capital stock of the Company; . There are no bonds, debentures, notes or other Indebtedness having general voting rights (iiior convertible into securities having such rights) 1,250,000 shares (“Voting Debt”) of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company or any Company Subsidiary issued and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")outstanding. Except for the Restricted Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementShares, there are no (x) options, warrants warrants, calls, LTIP units or profits interest units, stock appreciation rights, restricted stock, restricted stock units, “phantom” stock rights, performance units, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character kind, including any stockholder rights plan, relating to the issued or unissued capital stock of the Company, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to issue grant, extend or sell enter into any shares of capital stock ofsuch option, warrant, call, subscription or other equity interests inright, the agreement, arrangement or commitment (collectively, “Company Equity Interests”) or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no (y) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock Shares or any capital stock of any of, or other Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorizedEquity Interests in, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly ownsany other Person, including under any stock repurchase plan, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) inin the Company, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 200 shares of Company Common Stock, $10.00 par value per share, and no shares of preferred stock are authorized nor issued. As of the close of business on June 30, 2001 (the "Company Measurement Date"), (a) 200 shares of Company Common Stock were issued and 1,000,000 outstanding, (b) no shares of preferred stock ("Company Preferred Stock"Stock were authorized, issued and or outstanding, (c) the Company had no shares of Company Common Stock held in its treasury, (d) No Company Options to purchase shares of Company Common Stock in the aggregate had been granted or remained outstanding under any Company Stock Option Plans, (e) Company Warrants to purchase 7.90 shares of Company Common Stock were outstanding (based upon the current exchange ratio), and (f) except for the Company Warrants, there were no outstanding Rights (defined below). As Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in the Company have been issued and no Rights have been granted. Except as described in the preceding sentence or as set forth in Section 3.3 of September 1the Company Disclosure Letter, 1997the Company has no outstanding bonds, (i) 28,738,196 debentures, notes or other securities or obligations the holders of which have the right to vote or which are convertible into or exercisable for securities having the right to vote on any matter on which any shareholder of the Company has a right to vote. All issued and outstanding shares of Company Common Stock are issued and outstandingduly authorized, all of which are validly issued, fully paid and paid, nonassessable and 2,500,000 free of which preemptive rights. There are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), not as trustee of the trust created pursuant date hereof any existing options, warrants, stock appreciation rights, stock issuance rights, calls, subscriptions, convertible securities or other rights which obligate the Company or any of its Subsidiaries to the Savannah Foods & Industriesissue, Inc. Benefit Trust Agreement (the "Benefit Trust"; exchange, transfer or sell any shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating of its Subsidiaries. As of the Company or any Company Subsidiary to issue or sell any shares of capital stock ofdate hereof, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, re-price, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company Subsidiaryto vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capitalization. The As of May 31, 2000, the authorized capital stock of the Company consists of 64,000,000 of: (a) 30,000,000 shares of Company Common Stock Stock, $.001 par value, of which 18,528,069 shares are issued and 1,000,000 outstanding and of which 142,519 shares are treasury shares, and (b) 5,000,000 shares of preferred stock ("Company Preferred Stock"). As , $.001 par value, of September 1which 300,000 are designated Series A Junior Participating Preferred, 1997, (i) 28,738,196 shares none of Company Common Stock which are issued and outstanding. As of May 31, all 2000, an aggregate of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 2,331,143 shares of Company Company's Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are were reserved for future issuance pursuant to stock options granted by Company Options and (iv) 1,000,000 outstanding on May 31, 2000 and an additional 1,087,179 shares of Company Preferred Company's Common Stock are were reserved and available for issuance pursuant to the Rights Agreementgrant of future stock options under all of Company's stock option or equity incentive plans. The Shares, dated as when issued against payment of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described aggregate purchase price set forth in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable2.01, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessablefree and clear of all liens and encumbrances. There As of the date hereof, except for the options described hereinabove or except as described in the IPO Documents, the SEC Documents or the Schedule of Exceptions attached hereto, there are no outstanding contractual obligations options, warrants, convertible securities or other rights to purchase shares of the capital stock or other securities of Company which are authorized, issued or outstanding, nor is Company obligated in any other manner to issue shares of its capital stock or other securities, and Company Subsidiary has no obligation to repurchasepurchase, redeem or otherwise acquire any shares of Company Common Stock its capital stock or Company Preferred Stock any interest therein or to pay any dividend or make any other distribution in respect thereof, except as contemplated by this Agreement. Except as described in the IPO Documents, the SEC Documents or the Schedule of Exceptions attached hereto, (a) no person is entitled to any preemptive right, catch-up right, right of first refusal or similar right with respect to the issuance of any capital stock of any Company Subsidiary. Each outstanding share Company, (b) there are no restrictions on the transfer of shares of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid other than those imposed by relevant federal and nonassessable state securities laws and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the (c) there exists no agreement between Company's or such other Company Subsidiary's voting rights, charges stockholders and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting or transfer of Company's capital stock or with respect to any other aspect of the Company or any Company SubsidiaryCompany's affairs.

Capitalization. The authorized share capital stock of the Company consists solely of 64,000,000 140 million (140,000,000) Company Shares, of which no more than 28,955,759 shares were outstanding as of October 24, 2003 of which 203,355 shares, which are reflected in the Company’s Statement of Changes in Shareholders’ Equity as shares held by affiliates, are shares held in trust for issuance under the Company Common Stock and 1,000,000 shares of preferred stock ("Share Option Plans or the Company Preferred Stock")Share Purchase Plans. As of September 1the date hereof, 1997, (i) 28,738,196 shares of no Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are Shares were held in the Company’s treasury and no Company Shares were beneficially held by any of the Company; (iii) 1,250,000 shares of ’s Subsidiaries. No Company Common Stock Shares are reserved for future issuance pursuant to issuance, except for 100,000,000 Company Options and (iv) 1,000,000 shares of Company Preferred Stock are Shares reserved for issuance pursuant to the Rights Agreement, dated as defined in Section 3.24. All of March 31the issued and outstanding Company Shares have been duly authorized and validly issued and are fully paid, 1989non-assessable and free of preemptive rights, between with no personal liability attaching to the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")ownership thereof. Except for Company Options heretofore granted as provided below and except as pursuant to the Company Stock Option Company’s Dividend Reinvestment Plan or pursuant to agreements or arrangements described in Section 3.03 of (the “DRIP”), the Company Disclosure Schedule does not have and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementis not bound by any outstanding subscriptions, there are no options, warrants or other restricted shares, warrants, calls, stock appreciation rights, agreements, arrangements commitments or commitments agreements of any character relating to calling for the issued acquisition or unissued capital stock issuance of any Company Shares or any other equity securities of the Company or any securities representing the right to acquire or otherwise receive any Company Subsidiary Shares or obligating requiring any payment relating to the value or market price of Company Shares. The Company has Previously Disclosed (i) a list, as of October 24, 2003, of the Option Holders, the number of Company Share Options held by each such Option Holder, the Company or any Share Option Plan pursuant to which each such Company Subsidiary Share Option was granted and the price at which each such Company Share Option may be exercised under the applicable Company Share Option Plan, (ii) a list, as of October 24, 2003, of the holders under PARS (as defined in Section 9.11(a)) and the number of restricted Company Shares held by each such holder under PARS, (iii) a list, as of October 24, 2003, of Persons with Company Shares held in a trust under the Executive Share Plan (other than in connection with PARS) and the number of such shares corresponding to issue or sell each such Person, and (iv) the number, as of October 24, 2003, of Company Shares underlying the outstanding Employee Purchase Rights under the Third Plan. Since October 24, 2003, the Company has not (i) issued any shares of capital stock of, or other equity interests in, the Company securities or any securities convertible into or exercisable for any shares or other equity securities, other than Company Subsidiary. All shares Shares issued upon the exercise, settlement or conversion of Company Common Stock and Company Preferred Stock subject to issuance Share Options outstanding as aforesaidof October 24, upon issuance on the terms and conditions specified 2003, as described in the instruments pursuant to immediately preceding sentence, or as contemplated by Section 6.14 or (ii) taken (other than as expressly contemplated by this Agreement) any actions which they are issuable, will be duly authorized, validly issued, fully paid and nonassessablewould cause an antidilution adjustment under any outstanding Company Share Options of the Company. There are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire acquire, or to register for sale, any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all equity securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule)its Subsidiaries. There are no material outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to provide funds to, vote or make to dispose of any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts shares or other agreements or understandings to which the Company or equity securities of any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 25,000,000 shares of Company Common Stock and 1,000,000 6,500,000 shares of preferred stock, without par value, of which no shares of preferred stock ("Company Preferred Stock")are issued or outstanding. As of September 1the date of this Agreement, 1997, there are (i) 28,738,196 8,690,610 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. number includes (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (iiA) 2,568,604 75,077 shares of Company Common Stock are held outstanding in the treasury respect of the Company; Company Restricted Stock Awards and (iiiB) 1,250,000 all shares of Company Common Stock are held in ESPP participant Common Stock accounts, (ii) 360,690 shares of Company Common Stock held in treasury, (iii) 150,610 shares of Company Common Stock reserved for future issuance pursuant to upon the exercise of the outstanding Company Stock Options and (iv) 1,000,000 no other shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Company Preferred Common Stock have been duly authorized and validly issued and are reserved for issuance pursuant fully paid, nonassessable and free of any preemptive rights, with no personal liability attaching to the Rights Agreementownership thereof. There are no bonds, dated as debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")may vote. Except for Company Options heretofore granted pursuant to Other than the Company Stock Option Plan Options and the Company Restricted Stock Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or pursuant convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. The Company is not a party to, and, to the Company’s knowledge, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or arrangements described in transfer of Company Common Stock or other equity interests of the Company, other than the Support Agreements. Section 3.03 3.2(a)(i) of the Company Disclosure Schedule sets forth a true, correct and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to complete list of all the Company Rights AgreementEquity Awards issued and outstanding under each Company Equity Plan specifying, there are on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such Company Equity Award, (C) the grant date of each such Company Equity Award, (D) the vesting schedule for each such Company Equity Award, (E) the exercise price for each such Company Equity Award that is a Company Stock Option, and (F) the expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no options, warrants equity-based awards (including any cash awards where the amount of payment is determined in whole or other rights, agreements, arrangements or commitments in part based on the price of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they its Subsidiaries) are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryoutstanding.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company 10,000,000 Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock")Shares. As of September 1the close of business on March 6, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement 1998 (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust SharesReference Date"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company had issued and Citizens outstanding 3,823,243 Common Shares and Southern Trust Company, as Rights Agent (as amended142,000 options to purchase Common Shares. Since the Reference Date, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") has not issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, except pursuant to the Company or any Company Subsidiaryexercise of Options outstanding as of such date. All shares of Company the outstanding Common Stock Shares are, and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments all Common Shares which may be issued pursuant to which they are issuablethe exercise of outstanding Options will be, will be when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except as set forth above and except for the transactions contemplated by this Agreement, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, and neither the Company nor any of its Subsidiaries is obligated to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except as contemplated by this Agreement and except for the Company's obligations in respect of the Options under the Corcom, Inc. 1985 Key Employees' Incentive Stock Option Plan, the Corcom, Inc. 1988 Key Employees' Incentive Stock Option Plan, the Corcom, Inc. 1991 Directors' Stock Option Plan, and the Corcom, Inc. 1994 Directors' Stock Option Plan (collectively, the "Option Plans"), there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock Shares or Company Preferred Stock or any the capital stock of the Company or any Company Subsidiaryof its Subsidiaries. Each of the outstanding share shares of capital stock of each Company Subsidiary of the Subsidiaries is duly authorized, validly issued, fully paid and nonassessable nonassessable, and each such share shares of the Subsidiaries as are owned by the Company or another Company Subsidiary is any of its Subsidiaries are owned in each case free and clear of all any lien, claim, option, charge, security interestsinterest, lienslimitation, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges encumbrance and other encumbrances restriction of any nature whatsoever. Neither the Company nor kind (any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Scheduleforegoing being a "Lien"). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 145,833,334 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1the Effective Date, 1997there are 28,753,374 shares of Common Stock outstanding, of which no shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of June 30, 2023, there are (i) 28,738,196 4,000,000 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights AgreementCompany’s equity incentive plans, dated as of March 31which 3,510,767 shares are issuable upon the exercise of stock options outstanding on the date hereof, 1989, between and (ii) no shares of Common Stock reserved for issuance upon the Company and Citizens and Southern Trust Companyvesting of restricted stock units. As of June 30, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement2023, there are no options, were outstanding warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any purchase 6,883,210 shares of capital stock ofCommon Stock. As of June 30, or other equity interests in2023, the Company or any Company Subsidiary. All there were outstanding convertible debentures to purchase 8,120,331 shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableStock. There are no outstanding contractual obligations bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares issued and outstanding. The issuance of Company Common Stock or Company Preferred Stock other securities pursuant to any provision of this Agreement will not give rise to any preemptive rights or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations refusal on behalf of any Person (as defined below) or result in the Company's or such other Company Subsidiary's voting triggering of any anti-dilution rights, charges and other encumbrances the Company is not otherwise subject to any preemptive rights or rights of first refusal on behalf of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company Person or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule)anti-dilution rights. There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to arrangements under which the Company or any Company Subsidiary of its Subsidiaries is a party with respect obligated to register the voting sale of capital any of their securities under the Securities Act. “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock of the Company company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any Company Subsidiaryother form of entity not specifically listed herein.

Capitalization. The (a) As of the date of this Agreement, the authorized Company capital stock of the Company consists of 64,000,000 (i) 700,000,000 shares of Company Common Stock of which, as of the Measurement Date, 150,508,492 shares were issued and 1,000,000 outstanding, and (ii) 200,000 shares of Company Series A junior participating preferred stock stock, par value $0.01 per share, of which, as of the Measurement Date, no shares were issued and outstanding (the "Company Series A Preferred Stock" and, together with the Company Common Stock, the "Company Capital Stock"). As of September 1the Measurement Date, 1997no shares of Company Capital Stock were held in the Company's treasury. As of the Measurement Date, (i) 28,738,196 no shares of Company Capital Stock were reserved for issuance except for 4,821,858 shares of Company Common Stock are reserved for issuance upon the exercise of Company Stock Options or Company Stock-Based Awards issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created or issuable pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement equity-based compensation plans identified on Section 3.11(a) of the Company Disclosure Schedule (the "Benefit TrustCompany Stock Plans"; shares held by the trustee ). All of the Benefit Trust immediately prior issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the Effective Time being referred ownership thereof. As of the date of this Agreement, except as set forth above or in the last sentence of this Section 3.2(a), or pursuant to herein this Agreement and the Company Stock Plans, there are no outstanding shares of capital stock or other voting securities of the Company, and the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments, preemptive rights, redemption obligations or agreements of any character calling for the purchase, issuance or registration of any shares of the Company's capital stock or any other equity securities of the Company or any securities representing the right to purchase or otherwise receive any shares of the Company's capital stock. Section 3.2(a) of the Company Disclosure Schedule sets forth the following information with respect to each Company Stock Option and Company Stock-Based Award outstanding as of the "Benefit Trust Shares")date of this Agreement, as applicable: (i) the name of the recipient; (ii) 2,568,604 the number of shares of Company Common Stock are held in the treasury of the Companysubject to such Company Stock Option or Company Stock-Based Award; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and the exercise, purchase or grant price; (iv) 1,000,000 shares the date of Company Preferred Stock are reserved for issuance pursuant to grant; (v) the Rights Agreement, dated as applicable vesting scheduxx; (xx) xxe date of March 31, 1989, between expiration; (vii) the Company type of such awards and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Plans under which such Company Stock Options or Company Stock-Based Awards were issued; and (viii) whether the exercisability of such Company Stock Option Plan or pursuant to agreements or arrangements described Company Stock-Based Award will be accelerated in Section 3.03 of any way by the Company Disclosure Schedule transactions contemplated by this Agreement, and the Preferred Stock Purchase Rights (extent of such acceleration. From and after the "Company Rights") issued pursuant to Measurement Date through the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests indate hereof, the Company has not issued or awarded any Company Subsidiary. All shares Capital Stock, Company Stock Options or Company Stock-Based Awards (other than upon the exercise or satisfaction of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock Options or Company Preferred Stock Stock-Based Awards or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrantssecurities, options and other rights in each case outstanding as of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure ScheduleMeasurement Date). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 10,000,000 shares of Company Common Stock, no par value, and 6,500 shares of Series A Preferred Stock, $0.01 par value. As of September 30, 2012, (i) 4,701,832 shares of Company Common Stock were issued and outstanding, 127,785 shares of Company Common Stock were reserved for issuance upon exercise of the Treasury Warrant, 95,000 shares of Company Common Stock were subject to outstanding stock options issued under the Company Stock Plan, 699,766 shares of Company Common Stock were reserved for future issuance upon exercise of stock options or other awards granted in the future under the Company Stock Plan and 383,716 shares of Company Common Stock were reserved for issuance under the Company Restricted Stock Plan, but no restricted stock is currently outstanding; and (ii) 6,500 shares of Series A Preferred Stock were issued and outstanding. All of the issued and outstanding shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Series A Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are have been duly authorized and validly issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee the shareholders of the trust created Company may vote (“Voting Debt”) are issued and outstanding. As of the date of this Agreement, except (i) pursuant to any cashless exercise provisions of any Company Stock Options or pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (surrender of shares to the "Benefit Trust"; Company or the withholding of shares held by the trustee of Company to cover Tax withholding obligations under the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); Plans and (ii) 2,568,604 shares as required to satisfy obligations in respect of outstanding Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights AgreementOptions, dated as of March 31, 1989, between the Company does not have and Citizens and Southern Trust Companyis not bound by any outstanding subscriptions, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants calls, commitments or other rights, agreements, arrangements or commitments Contracts of any character relating to calling for the issued purchase or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock issuance of, or other equity interests insecurities or rights convertible into or exchangeable for, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock preferred stock or any capital stock other equity securities of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Voting Debt or any securities representing the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed right to purchase or otherwise acquire, 5% or more of the capital stock of receive any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company (including any rights plan or any agreement). Section 3.02(b) of the Company SubsidiaryDisclosure Schedule sets forth a table listing, as of the date of this Agreement, the outstanding series of trust preferred and subordinated debt securities of the Company, Company Bank and all of the Company’s other Subsidiaries, and all such information is accurate and complete.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 20,000,000 shares of Company Common Stock and 1,000,000 no other shares of preferred stock ("Company Preferred Stock")capital stock. As of September 1, 1997the date hereof and immediately prior to the Closing, (i) 28,738,196 13,161,739 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 options to purchase an aggregate of 430,900 shares of Company Common Stock are held in the treasury of outstanding under the Company; 's 1996 Stock Option Plan (iii) 1,250,000 the "1996 Plan"), 500,000 shares of Company Common Stock are reserved for future issuance pursuant upon the exercise of outstanding options under the 1996 Plan, and except as set forth on Schedule 2.2, there are no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to options under the 1996 Plan; (iii) no shares of Common Stock are held by the Company Options in its treasury; and (iv) 1,000,000 no shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company are held by the Company's Subsidiaries. The Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with or separate from the stockholders of the Company on any matter except as set forth on Schedule 2.2. Except as set forth on Schedule 2.2, since December 31, 1998, the Company Subsidiary (i) has not issued any shares of Common Stock other than upon the exercise of options issued under the 1996 Plan, (ii) has not split, combined or obligating reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are no other shares of capital stock of the Company, no securities of the Company convertible or exchangeable for shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any Company Subsidiary of its Subsidiaries to issue issue, transfer or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance its Subsidiaries except as aforesaid, upon issuance set forth on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableSchedule 2.2. There are no outstanding contractual obligations of the Company or any Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company and there are no performance awards outstanding under the 1996 Plan or another Company Subsidiary is free and clear any other outstanding stock related awards. Other than the issuance of all security intereststhe Securities in connection with the transactions contemplated hereunder, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances than upon the exercise of any nature whatsoever. Neither options issued under the 1996 Plan, after the Closing, neither the Company nor any Company Subsidiary directly will have any obligation to issue, transfer or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more sell any shares of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary pursuant to purchase such capital stock any Benefit Plan (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Scheduleas defined). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds toExcept as contemplated by this Agreement, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There there are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryof its Subsidiaries.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 70,000 shares of Company Common Stock of which as of the date hereof 33,737 shares are validly issued and outstanding, all fully paid and non-assessable, 5,123 shares of which have been duly and validly reserved for issuance upon conversion of the Senior Preferred Stock, and 2,979 shares of which have been duly and validly reserved for issuance upon conversion of the Series B Preferred Stock, (ii) 5,123 shares of Senior Preferred Stock of which as of the date hereof 5,123 shares are validly issuedissued and outstanding, fully paid and nonassessable non-assessable, and 2,500,000 (iii) 2,979 shares of Series B Preferred Stock, none of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), outstanding as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held date hereof. Except as set forth on SCHEDULE 6.3 or as contemplated by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights this Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Senior Preferred Stock Purchase Agreement, the Amended Articles, the Amended and Restated Registration Rights (the "Company Rights") issued pursuant to the Company Rights AgreementAgreement and Ancillary Agreements, there are outstanding no subscriptions, options, warrants warrants, calls, commitments or other rightsrights (including conversion or preemptive rights and rights of first refusal), agreements, arrangements proxy or commitments shareholder agreements or agreements of any character relating to shares of the Company's capital stock or any instruments that can be converted into shares of the Company's capital stock. None of the shares of the Company's capital stock have been issued in violation of any preemptive right. All issuances, transfers or unissued purchases of the capital stock of the Company have been in compliance with all applicable agreements and all applicable laws, including federal and state securities laws, and all taxes thereon, if any, have been paid. Except as set forth on SCHEDULE 6.3, no former or present holder of any Company Subsidiary or obligating of the shares of capital stock of the Company has any legally cognizable claim against the Company based on any issuance, sale, purchase, redemption or involvement in any Company Subsidiary to issue or sell transfer of any shares of capital stock of, or other equity interests inby the Company. Except as contemplated by this Agreement, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Senior Preferred Stock subject to issuance Purchase Agreement or as aforesaidset forth on SCHEDULE 6.3, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of the Company may vote are issued or outstanding. Except for this Agreement, the Senior Preferred Stock Purchase Agreement and the Shareholders Agreement, the Company is not a party or subject to any Company Subsidiaryagreement or understanding, and, to the Company's best knowledge, there is no agreement or understanding between any persons that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Company.

Capitalization. The authorized capital stock of the Company Purchaser consists of 64,000,000 shares of Company 500,000,000 Purchaser Common Stock Shares and 1,000,000 5,000,000 shares of preferred stock stock, par value $0.01 per share ("Company “Purchaser Preferred Stock"Shares”). As At the close of September 1business on December 14, 1997, 2011: (i) 28,738,196 shares of Company 62,875,636 Purchaser Common Stock are Shares were issued and outstanding, all of outstanding (which are validly issued, fully paid and nonassessable and 2,500,000 of which are number includes 0 Purchaser Common Shares held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"Purchaser in its treasury); (ii) 2,568,604 shares of Company 2,807,712 Purchaser Common Shares were reserved and available for issuance pursuant to outstanding Purchaser stock options and awards under the Purchaser’s 1997 Stock are held in the treasury of the CompanyOption Plan, 1998-2 Stock Option Plan, 2001 Comprehensive Stock Plan and 2010 Long Term Incentive Plan; and (iii) 1,250,000 shares of Company 17,454,892 Purchaser Common Stock are Shares were reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved available for issuance pursuant to the Rights Agreement, dated as conversion of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock convertible indebtedness of the Company or any Company Subsidiary of its Subsidiaries or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company SubsidiaryAffiliates. All shares of Company the outstanding Purchaser Common Stock Shares are, and Company Preferred Stock subject all of the Purchaser Common Shares to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments be issued pursuant to which they are issuable, the Merger will be when issued, duly authorized, authorized and validly issued, fully paid and nonassessable, free of preemptive rights and Liens. There Except as set forth in this Section 4.03, there are no preemptive or other outstanding contractual obligations rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, derivative contracts, forward sale contracts, commitments or rights of any kind that obligate Purchaser or any of its Subsidiaries to issue, sell or deliver, or cause to be issued, sold or delivered, or to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Purchaser to make any payment based on or resulting from the value or price of the Company Purchaser Common Shares or of any Company Subsidiary to repurchasesuch security, redeem option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or otherwise acquire undertaking, any shares of Company Common Stock capital stock or Company Preferred Stock other securities of Purchaser or any capital stock of its Subsidiaries or any Company Subsidiary. Each outstanding share securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of capital stock Purchaser or any of each Company Subsidiary is duly its Subsidiaries, and no securities or obligations evidencing such rights are authorized, validly issued, fully paid and nonassessable and each such share owned by the Company issued or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryoutstanding.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 100,000,000 shares of Company Common Stock and 1,000,000 50,000,000 shares of preferred stock, $0.01 par value, of which no shares of preferred stock ("Company Preferred Stock")are issued or outstanding. As of September 1the date of this Agreement, 1997, there are (i) 28,738,196 13,540,875 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 2,532,834 shares of Company Common Stock are held in the treasury of the Company; treasury, (iii) 1,250,000 799,171 shares of Company Common Stock are reserved for future issuance pursuant to upon the exercise of the outstanding Company Options and Stock Options, (iv) 1,000,000 62,019 shares of Company Preferred Common Stock are outstanding in respect of Company Restricted Stock Awards and (v) no other shares of capital stock or other equity securities of the Company issued, reserved for issuance pursuant or outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the Rights Agreementownership thereof. There are no bonds, dated as debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, may vote. There are no trust preferred or subordinated debt securities of the "Company Rights Agreement")or any of its Subsidiaries issued or outstanding. Except for Company Options heretofore granted pursuant to Other than the Company Stock Option Plan Options and the Company Restricted Stock Awards, in each case, issued prior to the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or pursuant convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or arrangements described in transfer of Company Common Stock or other equity interests of the Company, other than the Voting Agreements. Section 3.03 3.2(a) of the Company Disclosure Schedule sets forth a true, correct and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to complete list of all the Company Rights AgreementEquity Awards issued and outstanding under the Company Equity Plan as of the date hereof specifying, there are on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such Company Equity Award, (C) the grant date of each such Company Equity Award, (D) the vesting schedule for each such Company Equity Award, (E) the exercise price for each such Company Equity Award that is a Company Stock Option, and (F) the expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no options, warrants equity-based awards (including any cash awards where the amount of payment is determined in whole or other rights, agreements, arrangements or commitments in part based on the price of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they its Subsidiaries) are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryoutstanding.

Capitalization. (a) The authorized capital stock of the Company Purchaser consists of 64,000,000 30,000,000 shares of Company Purchaser Common Stock Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock stock, par value $0.0001 per share ("Company “Purchaser Preferred Stock"). As ”) of September 1, 1997, (i) 28,738,196 which 8,204,709 shares of Company Purchaser Common Stock (inclusive of Purchaser Common Stock included in any outstanding Purchaser Units), and no shares of Purchaser Preferred Stock, are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), outstanding as trustee of the trust created pursuant to the Savannah Foods & Industriesdate hereof. In addition, Inc. Benefit Trust Agreement 9,133,767 Purchaser Warrants (the "Benefit Trust"; shares held by the trustee inclusive of Purchaser Public Warrants included in any outstanding Purchaser Units) are issued and outstanding as of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 date hereof. 5,851,883 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Purchaser Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")Purchaser Warrants. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or No other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests invoting securities of the Purchaser are issued, the Company reserved for issuance or any Company Subsidiaryoutstanding or held in treasury. All issued and outstanding shares of Company Purchaser Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they Purchaser Warrants are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company not subject to or another Company Subsidiary is free and clear issued in violation of all security interestsany purchase option, liens, claims, pledges, options, rights right of first refusal, agreementspreemptive right, limitations on the Company's subscription right or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor similar right under any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more provision of the capital stock of any corporationDGCL, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company Purchaser Organizational Documents or any Company Subsidiary and contract to which the exercise of all warrants, options and other rights of Purchaser is a party or by which the Company Purchaser or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries its assets are bound. Except as set forth in Section 3.01 the Purchaser Organizational Documents and the Warrant Agreement dated as of March 5, 2020 between the Company Disclosure Schedule). There Purchaser and Continental Stock Transfer & Trust Company, there are no material outstanding contractual obligations of the Company Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser Common Stock, Purchaser Warrants or any Company Subsidiary capital equity of the Purchaser. There are no outstanding contractual obligations of the Purchaser to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or All outstanding Purchaser Units, shares of Purchaser Common Stock and Purchaser Warrants have been issued in compliance with all applicable securities and other agreements or understandings to which applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company SubsidiaryPurchaser Organizational Documents.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 10,000,000 Shares and 10,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock Preferred Stock, par value $1.00 per share ("Company Preferred Stock"). As of September 1May 31, 1997, (i) 28,738,196 shares of Company Common Stock are 5,727,422 Shares were issued and outstanding, all of which are were validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Banknot subject to preemptive rights, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are no Shares were held in the treasury of the Company; , (iii) 1,250,000 shares of Company Common Stock are no Shares were held by the Subsidiaries, and (iv) 650,687 Shares were reserved for future issuance pursuant to Company Options and (iv) 1,000,000 the Stock Option Plans of which 443,313 Shares were reserved for issuance upon exercise of existing options. As of the date hereof, no shares of Company Preferred Stock are reserved for issuance pursuant issued and outstanding. Since May 31, 1997 to the Rights date of this Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")has not issued any Shares or granted any Options covering Shares. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan as set forth in this Section 3.03, or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementSchedule, there are no options, convertible securities, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell or cause to be issued, delivered or sold, additional shares of capital stock of the Company or obligating the Company to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock Shares or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Personperson. There Except as disclosed in Section 3.01 of the Disclosure Schedule, (i) all of the outstanding capital stock of, or other ownership interests in, each Subsidiary, has been validly issued, is (in the case of capital stock) fully paid and nonassessable and (in the case of partnership interests) not subject to current or future capital calls, and is owned by the Company, directly or indirectly, free and clear of any lien and free of any other charge, claim, encumbrance, limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests) and (ii) there are no voting trusts not now, and on the Tender Offer Acceptance Date there will not be, any outstanding subscriptions, options, warrants, calls, rights, convertible securities or other agreements or understandings commitments of any character relating to which the issued or unissued capital stock or other securities of any of the Subsidiaries, or otherwise obligating the Company or any Company Subsidiary is a party with to issue, transfer or sell any such securities or to make any payments in respect to the voting of capital stock any of the Company its securities or any Company Subsidiaryits equity.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock (a) 180,000,000 Shares and 1,000,000 (b) 20,000,000 shares of preferred stock stock, par value $0.01 per share. At the close of business on December 23, 2005 ("Company Preferred Stock"). As of September 1, 1997, the “Capital Structure Date”) (i) 28,738,196 shares of Company Common Stock are 17,725,181 Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee ii) no shares of the trust created pursuant to the Savannah Foods & Industriespreferred stock were issued and outstanding, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares iii) no Shares were held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and its treasury, (iv) 1,000,000 1,345,594 Shares were reserved for issuance upon exercise of outstanding Options granted under the Stock Plans and (v) 200,000 shares of Company Preferred Stock are Series A participating preferred stock were reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 3.3 of the Company Disclosure Schedule Letter sets forth a list of the Company’s outstanding Options, including the exercise prices of all such Options. All issued and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments outstanding shares of any character relating to the issued or unissued capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and are not subject to any preemptive rights. All of the issued and outstanding shares of capital stock or any Company Subsidiary or obligating other equity interests of each of the Subsidiaries of the Company are owned directly or indirectly by the Company. Except as set forth in this Section 3.3, at the close of business on the Capital Structure Date, no shares of capital stock or other equity securities of the Company were issued, reserved for issuance or outstanding. Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities of the Company have been issued or reserved for issuance or become outstanding, other than Shares described in clause (iv) of the second sentence of this Section 3.3 that have been issued upon the exercise of outstanding Options granted under the Stock Plans. Except as described in this Section, the Company is not party to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (w) obligates the Company Subsidiary to issue issue, deliver, sell or sell transfer, or repurchase, redeem or otherwise acquire, or cause to be issued delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidsecurity convertible or exercisable for or exchangeable into any capital stock of, upon issuance on or other equity interest in, the terms and conditions specified in the instruments pursuant to which they are issuableCompany, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of (x) obligates the Company or any Company Subsidiary of its Subsidiaries to repurchaseissue, redeem grant, extend or otherwise acquire enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (y) restricts the transfer of any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or (z) relates to the voting of any Company Subsidiaryshares of capital stock of the Company.

Capitalization. The authorized capital stock After giving effect to the sale of the Company consists of 64,000,000 shares of Company Common Series B-2 Preferred Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1the 2008 Warrants to the Purchasers, 1997at the Closing, (i) 28,738,196 the authorized number of shares of Capital Stock of the Company will consist only of 100,000,000 common shares (the “Common Stock are Stock”), of which 10,396,018 shares have been issued and are outstanding, (ii) 2,500,000 preferred shares, of which only (x) 257,526 shares of Series B-1 Preferred Stock and (y) the Series B-2 Preferred Stock sold to the Purchasers pursuant to this Agreement will have been issued and outstanding as of the Closing Date, and (iii) no shares of any class of the Capital Stock of the Company will be held by the Company in its treasury or by the Company’s Subsidiaries. Upon consummation of the sale of the Series B-2 Preferred Stock and the 2008 Warrants to the Purchasers, all of which are the issued and outstanding shares of Capital Stock of the Company shall have been duly authorized and validly issued, fully paid and nonassessable and 2,500,000 shall be free of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank preemptive rights except as set forth in the Certificate of North Carolina N.A.), as trustee Designation. Upon consummation of the trust created pursuant sale of the Series B-2 Preferred Stock and the 2008 Warrants to the Savannah Foods & IndustriesPurchasers, Inc. Benefit Trust Agreement (except as set forth on Schedule 4.2 and other than the "Benefit Trust"; shares held by Series B Preferred Stock, the trustee of 2008 Warrants and employee stock options under the Benefit Trust immediately prior to 2002 Stock Awards Plan and the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common 2007 Stock are held in the treasury Awards Plan of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are shall be no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock securities of the Company or any Company Subsidiary of its Subsidiaries that will be convertible into or obligating exchangeable for shares of any Capital Stock of the Company or any of its Subsidiaries, and no options, calls, subscriptions, convertible securities, or other rights, agreements or commitments which will obligate the Company Subsidiary or any of its Subsidiaries to issue issue, transfer or sell any shares of capital stock Capital Stock of, or other equity interests in, the Company or any Company Subsidiaryof its Subsidiaries. All shares Except as set forth on Schedule 4.2, upon consummation of Company Common the sale of the Series B-2 Preferred Stock and Company Preferred Stock subject the 2008 Warrants to issuance as aforesaidthe Purchasers, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will there shall be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Capital Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company of its Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations and none of the Company or any Company Subsidiary to provide funds to, of its Subsidiaries shall have any awards or make options outstanding under any investment (in the form of a loan, capital contribution stock option plans or otherwise) in, any Company Subsidiary agreements or any other Personoutstanding stock-related awards. There As of the Closing Date and immediately after the Closing, except as set forth on Schedule 4.2 and other than the Series B Preferred Stock, none of the Company or any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of Capital Stock of the Company or its Subsidiaries. Except as set forth on Schedule 4.2, there are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the holding, voting or disposing of capital stock Capital Stock of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.2, none of the Company Subsidiaryor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations or other securities that entitle the holders thereof to vote with the shareholders of the Company or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to vote.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 500,000,000 Company Common Shares and 100,000,000 preferred shares of Company Common Stock and 1,000,000 shares of preferred stock beneficial interest, par value $0.01 per share ("the “Company Preferred Stock"Shares”). As of September 1the close of business on October 27, 19972023, (i) 28,738,196 shares of 238,863,320 Company Common Stock are Shares were issued and outstanding, all of which are validly issuedincluding 375,871 Company Restricted Shares, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of no Company Common Stock are held in the treasury of the Company; Preferred Shares were issued or outstanding, (iii) 1,250,000 shares of Company PSUs covering 2,759,046 Company Common Stock are reserved for future issuance pursuant to Company Options and Shares were outstanding (reflected at the maximum level of performance), (iv) 1,000,000 Company RSUs covering 361,029 Company Common Shares were outstanding, (v) no warrants, rights, convertible or exchangeable securities or similar securities or rights that are derivative of, or provide economic rights based, directly or indirectly, on the value or price of, any shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreementbeneficial interest, dated as shares of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants capital stock or other rights, agreements, arrangements voting securities or commitments of any character relating to the issued or unissued capital stock of ownership interests in the Company or any Company Subsidiary (other than the awards and entitlements disclosed in the foregoing clauses (iii)-(iv) and the Partnership OP Units disclosed in the following clause (vi)) with respect to Company Common Shares or obligating any other shares of beneficial interest, shares of capital stock or other equity or voting interests of the Company were issued or outstanding, (vi) 9,814,502 Company Common Shares were reserved for issuance upon exchange of Partnership OP Units, and (vii) the Company does not have any shares of beneficial interests, shares of capital stock or other equity or voting interests issued or outstanding (or which are convertible into or exercisable or exchangeable for such shares of capital stock or other equity or voting interests) except as set forth in this sentence. Since October 27, 2023 to the date of this Agreement, no shares of beneficial interest, shares of capital stock or other equity or voting interests of the Company (or any Company Subsidiary equity-based awards or other rights with respect to issue shares of capital stock or sell other equity or voting interest of the Company, including any warrants, rights, performance shares, performance share units, convertible or exchangeable securities or similar securities or rights that are derivative of, or provide economic rights based, directly or indirectly, on the value or price of, any shares of capital stock of, or other equity voting securities or ownership interests in, in the Company or any Company Subsidiary) have been issued, authorized or reserved for issuance other than, in each case, with respect to Company Common Shares reserved for issuance as described in clauses (iii)-(vi) above. All issued and outstanding shares of beneficial interest of the Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchasepaid, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting preemptive rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 40,000,000 shares of Company Common Stock and 1,000,000 8,097,660 shares of preferred stock Preferred Stock ("Company Preferred Stock"), par value $0.001 per share. As of September 1December 11, 19971998 (a) 7,123,577 shares of Common Stock were issued and outstanding and no shares of Preferred Stock were outstanding, (ib) 28,738,196 Options to purchase an aggregate of 1,792,550 shares of Common Stock were outstanding, 1,792,550 shares of Common Stock were reserved for issuance upon the exercise of outstanding Options and 2,815,714 shares of Common Stock were reserved for future grants under the Stock Option Plans, and there were no stock appreciation rights or limited stock appreciation rights outstanding other than those 12 18 attached to such Options, and (c) no shares of Common Stock of the Company were held by the Company's subsidiaries. Schedule 4.4 sets forth a list of all Options, the name of the holders of such Options and the exercise price, the first date of exercisability and the vesting schedule for each such Option. As of the date hereof, except for the Options, the Company has no outstanding shares of preferred stock, bonds, debentures, notes or other obligations or securities entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. All issued and outstanding shares of Common Stock are issued and outstandingduly authorized, all of which are validly issued, fully paid and paid, nonassessable and 2,500,000 free of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee preemptive rights. As of the trust created pursuant to the Savannah Foods & Industriesdate hereof, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein except as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held set forth in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan this Section 4.4 or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure on Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement4.4, there are no preemptive or similar rights on the part of any holders of any class of securities of the Company, and there are no other shares of capital stock of the Company, no securities of the Company convertible or exchangeable for shares of capital stock or voting securities of the Company, and no existing options, warrants warrants, calls, subscriptions, convertible securities, or other rights, agreements, arrangements agreements or commitments of any character relating to the issued or unissued capital stock of which obligate the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary of its subsidiaries to issue issue, transfer on its behalf or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableits subsidiaries. There are no outstanding contractual obligations of the Company or any subsidiary of the Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of the Company. After the Effective Time, the Surviving Corporation will have no obligation created by the Company prior to the date hereof to issue, transfer on its behalf or sell any Company Subsidiary. Each outstanding share shares of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security intereststhe Surviving Corporation. Except as contemplated hereby, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There there are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary of its subsidiaries is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryof its subsidiaries.

Capitalization. The authorized capital stock As of the date of this Agreement, the issued and outstanding Membership Interests of the Company consists consisted of 64,000,000 shares of (a) 40,914,962 Company Common Stock and 1,000,000 shares of preferred stock Units; ("Company Preferred Stock"). As of September 1, 1997, (ib) 28,738,196 shares of no Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares Units held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares")Company in its treasury; (iic) 2,568,604 shares of 27,586,207 Subordinated Units; (d) the Incentive Distribution Rights; (e) the Transocean Member Interest; and (f) 212,971 Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are Units reserved for issuance upon the settlement of outstanding Phantom Unit Awards. From March 31, 2016 to the date of this Agreement, the Company has not issued any Company Common Units (other than pursuant to the Rights Agreement, dated Phantom Unit Awards that were outstanding as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights"2016) issued pursuant to the Company Rights Agreement, there are no options, warrants or other rightsMembership Interests, agreementsother limited liability company interests, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, voting securities or other equity interests ininterests, the Company or any Company Subsidiarysecurities convertible into or exchangeable or exercisable for any Membership Interests or other limited liability company interests, voting securities or other equity interests. All shares of issued Company Common Stock Units, Subordinated Units, Incentive Distribution Rights and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they Transocean Member Interest are issuable, will be duly authorized, validly issued, fully paid (to the extent required under the Company LLC Agreement), nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and nonassessable49 of the Xxxxxxxx Islands Act and except as may otherwise be provided in the Company LLC Agreement) and free of preemptive rights (except as provided in the Company LLC Agreement). There As of the date of this Agreement, except as set forth in this ‎Section 3.3 or as provided in the Company LLC Agreement, the Omnibus Agreement or in ‎Section 5.13, (x) there are no outstanding or authorized Membership Interests and there are no options, warrants, calls, subscriptions, convertible securities, preemptive rights or other rights, agreements, claims or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any Membership Interests or other limited liability company interests, voting securities or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such Membership Interests, limited liability company interests, voting securities or equity interests, (y) there are no outstanding or authorized contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock Membership Interests or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security other limited liability company interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture securities or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by equity interest in the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company its Subsidiaries or any Company Subsidiary to purchase such capital stock securities or agreements listed in clause (other than the Company Subsidiaries set forth in Section 3.01 x) of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds tothis sentence, or make any investment and (in the form of a loan, capital contribution or otherwisez) in, any Company Subsidiary or any other Person. There there are no voting trusts or other similar agreements or understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the voting of capital stock of any Membership Interests or other limited liability company interests, voting securities or other equity interest in the Company or any of its Subsidiaries. The Company Subsidiaryhas no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Members of the Company on any matter.

Capitalization. The As of the date of this Agreement, (a) the authorized capital stock of the Company Purchaser consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 200,000,000 shares of Company the Purchaser Common Stock Stock, par value $0.0001 (of which 32,081,250 shares are issued and outstanding, including the Sponsor Forfeited Shares, and all of which are validly issued, fully paid and nonassessable non-assessable) and 2,500,000 (ii) 1,000,000 shares of blank check preferred stock, par value $0.0001 (of which none are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.issued or outstanding), as trustee and (b) 28,848,750 shares of the trust created Purchaser Common Stock are issuable in respect of Public Warrants and Sponsor Warrants. As of immediately following the Closing, (a) the authorized capital stock of the Purchaser will consist of (i) 200,000,000 shares of the Purchaser Common Stock, par value $0.0001 (of which no Sponsor Forfeited Shares shall be outstanding) and (ii) 5,000,000 shares of blank check preferred stock, par value $0.0001, of which up to 1,300,000, pursuant to the Savannah Foods & Industriesterms hereof, Inc. Benefit Trust Agreement shall be designated Preferred Shares, (the "Benefit Trust"; b) 19,248,750 shares held by the trustee of Purchaser Common Stock are issuable in respect of Public Warrants and (c) no Sponsor Warrants will be outstanding. No shares of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Purchaser Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")Purchaser. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule Offer and the Preferred Stock Purchase Rights (Transactions and except for the "Company Rights") issued pursuant to Sponsor Warrants and the Company Rights AgreementPublic Warrants noted above, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary Purchaser or obligating the Company or any Company Subsidiary Purchaser to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company SubsidiaryPurchaser. All shares of Company Purchaser Common Stock and Company Preferred Stock subject to issuance as aforesaidissuance, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. The shares of Purchase Price Common Stock (including any shares of Purchaser Common Stock that may be issued as consideration for the Potential Acquisition Earnout Amount) and Preferred Shares to be issued pursuant to the Transactions have been duly and validly authorized and, when issued to the Sellers and the subscribers under the Investor Agreements pursuant to this Agreement and the Investor Agreements, as applicable, shall be validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary Purchaser to repurchase, redeem or otherwise acquire any shares of Company the Purchaser Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid (except for the Offer and nonassessable and each such share owned by as disclosed in the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure SchedulePurchaser SEC Reports). There are no material outstanding contractual obligations of the Company or any Company Subsidiary Purchaser to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary Person. To the Purchaser’s Knowledge, except for the Founder Voting Agreement and as set forth the Purchaser Disclosure Letter, there are no outstanding proxies, voting agreements or other agreements or arrangements relating to any other Personequity securities of the Purchaser. There are no voting trusts or other agreements or understandings outstanding securities of the Purchaser having the right to vote on any matters on which the Company or any Company Subsidiary is a party with respect to the voting holders of capital stock equity securities of the Company Purchaser may vote or which are convertible into or exchangeable for, at any Company Subsidiarytime, equity securities of the Purchaser.

Capitalization. (a) The authorized capital stock of the Company Purchaser consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 63,032,681 shares of Company common stock, with no par value per share (the “Purchaser Common Stock are Stock”), of which, as of September 23, 2012 (the “Purchaser Capitalization Date”), 39,668,890 were issued and outstanding, all and (ii) 2,000,000 shares of preferred stock, no par value per share (“Purchaser Preferred Stock”), of which, as of the Purchaser Capitalization Date, 76,898 were designated Fixed Rate Cumulative Perpetual Preferred Stock, Series A, none of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), were issued or outstanding as trustee of the trust created Purchaser Capitalization Date. As of the Purchaser Capitalization Date, 64,396 shares of Purchaser Common Stock were authorized for issuance upon exercise of options issued pursuant to employee and director stock plans of Purchaser or a Subsidiary of Purchaser in effect as of the Savannah Foods & Industries, Inc. Benefit Trust date of this Agreement (the "Benefit Trust"; shares held by the trustee “Purchaser Stock Plans”). All of the Benefit Trust immediately prior issued and outstanding shares of Purchaser Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the Effective Time being referred ownership thereof. As of the date of this Agreement, no Voting Debt of Purchaser is issued or outstanding. As of the Purchaser Capitalization Date, except pursuant to herein as this Agreement, Purchaser does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the "Benefit Trust Shares"); (ii) 2,568,604 purchase or issuance of any shares of Company Purchaser Common Stock are held in Stock, Purchaser Preferred Stock, Voting Debt of Purchaser or any other equity securities of Purchaser or any securities representing the treasury right to purchase or otherwise receive any shares of Purchaser Common Stock, Purchaser Preferred Stock, Voting Debt of Purchaser or other equity securities of Purchaser. As of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementPurchaser Capitalization Date, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company Purchaser or any Company Subsidiary of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of Purchaser or any Company Subsidiary. Each outstanding share equity security of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by Purchaser or its Subsidiaries or any securities representing the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed right to purchase or otherwise acquire, 5% or more receive any shares of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Personequity security of Purchaser or its Subsidiaries or (ii) pursuant to which Purchaser or any of its Subsidiaries is or could be required to register shares of Purchaser capital stock or other securities under the Securities Act. There are no voting trusts or other agreements or understandings to which Purchaser, any Subsidiary of Purchaser or, to the Company Knowledge of Purchaser, any of their respective officers or any Company Subsidiary directors, is a party with respect to the voting of capital stock any Purchaser Common Stock, Purchaser Preferred Stock, Voting Debt or other equity securities of Purchaser. The shares of Purchaser Common Stock to be issued pursuant to the Company or any Company SubsidiaryMerger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock 10,000,000 Shares and 1,000,000 5,000,000 shares of preferred stock stock, par value $.01 per share (the "Company Preferred Stock"). As of September 1, 1997the date hereof, (i) 28,738,196 shares of Company Common Stock 4,563,183 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock 176,072 Shares are issued and held in the treasury of the Company; , (iii) 1,250,000 no shares of Company Common Preferred Stock are reserved for future issuance pursuant to Company Options issued and outstanding, and (iv) 1,000,000 shares of Company Preferred Stock 870,000 Shares are reserved for issuance to employees pursuant to the Rights AgreementOption Plans, dated as of March 31which 127,098 Shares have been issued pursuant to option exercises and 570,464 Shares are subject to outstanding, 1989, between unexercised options. Section 3.2(a) of the Company Disclosure Schedule sets forth a true and Citizens and Southern Trust Companycomplete list of the holders of Company Options, as Rights Agent (as amendedincluding such person's name, the "number of options (vested, unvested and total) held by such person and the exercise price for each such option. Since the date hereof, the Company Rights Agreement")has not issued or granted additional options under the Options Plans. Except for Company Options heretofore granted All the outstanding shares of the Company's capital stock are, and all Shares which may be issued pursuant to the exercise of outstanding Company Stock Option Plan Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly is- sued, fully paid and non-assessable. Except as disclosed in Section 3.2 of the Company Disclosure Schedule, there are no bonds, debentures, notes or pursuant to agreements other indebtedness having general voting rights (or arrangements convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except as set forth above, except as described in Section 3.03 3.2 of the Company Disclosure Schedule and except for the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding (ii) there are no existing options, warrants warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company Subsidiary or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary of its Subsidiaries to issue grant, extend or sell enter into any shares of capital stock ofsuch option, warrant, call, subscription or other equity interests inright, agreement, arrangement or commitment and (iii) except as set forth in Section 3.2(a) of the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidDisclosure Schedule, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly ownsShares, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporationthe Company, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights or affiliate of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company Subsidiary or any other Person. There are no voting trusts or entity other agreements or understandings than loans to which Subsidiaries in the Company or any Company Subsidiary is a party with respect to the voting ordinary course of capital stock of the Company or any Company Subsidiarybusiness.

Capitalization. The capitalization of the Company, without giving effect to the transactions contemplated by this Agreement, is as follows. The authorized capital stock of the Company consists of 64,000,000 50,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stock ("Company Preferred Stock"), of which 1,907,989 shares have been designated Series A Preferred Stock, and 1,020,000 shares will have been designated Series B Preferred Stock prior to the first Closing. As of September 1November 30, 19971999, (i) 28,738,196 there were issued and outstanding 3,403,564 shares of Company Common Stock, 1,727,989 shares of Series A Preferred Stock, and no shares of Series B Preferred Stock. All such shares of Common Stock are and Preferred Stock have been duly authorized, and all such issued and outstanding, all outstanding shares of which are Common Stock and Preferred Stock have been validly issued, are fully paid and nonassessable and 2,500,000 are free and clear of which are held all liens, claims and encumbrances, other than any liens, claims or encumbrances created by Wachovia Bankor imposed upon the holders thereof. As of November 30, N.A. (formerly Wachovia Bank 1999, the Company has also reserved 900,000 shares of North Carolina N.A.)Common Stock for issuance upon exercise of options granted to officers, as trustee directors, employees or independent contractors or affiliates of the trust created pursuant to Company under the Savannah Foods & IndustriesCompany's Restated 1984 Stock Option Plan and the Company's 1994 Stock Plan. As of November 30, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee 1999, of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 900,000 shares of Company Common Stock are held in the treasury reserved for issuance upon exercise of the Company; (iii) 1,250,000 options, 848,677 shares remained subject to outstanding options with a weighted average exercise price of Company Common Stock are approximately $11.21 per share, and 37,464 shares were reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiarygrant. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledgesother equity securities, options, rights of first refusalwarrants, agreementscalls, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances commitments or agreements of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings character to which the Company or any Company Subsidiary is a party with respect or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the voting of capital stock of the Company or obligating the Company to grant, extend or enter into any such equity security, option, warrant, call, right, commitment or agreement. The Company Subsidiarydoes not have any subsidiaries, nor does the Company own any capital stock, assets comprising the business of, obligations of, or any other interest (including, without limitation, any equity or partnership interest) in, or any outstanding loan or advance to or from, any person or entity.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 100,000,000 shares of Company Common Stock and 1,000,000 2,000,000 shares of preferred stock stock, par value $1.00 per share ("“Company Preferred Stock"”). As of September 1May 9, 19972018, there are (i) 28,738,196 39,114,525 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 number includes 1,079,809 shares of Company Common Stock are held in subject to outstanding Company Restricted Stock Awards (assuming achievement of any applicable performance goals at the treasury of the Company; maximum level), (iiiii) 1,250,000 no shares of Company Common Stock are reserved for future issuance pursuant to Company Options and held in treasury, (iviii) 1,000,000 no shares of Company Preferred Stock are issued and outstanding, (iv) 1,657,504 shares of Company Common Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to future grants under the Company Stock Option Plan Plans, (v) 52,904 shares of Company Common Stock subject to outstanding Company Warrants, and (vi) no other shares of capital stock or pursuant to agreements or arrangements described in Section 3.03 other voting securities of the Company Disclosure Schedule issued, reserved for issuance or outstanding. All of the issued and the Preferred outstanding shares of Company Common Stock Purchase Rights (the "Company Rights") have been duly authorized and validly issued pursuant and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of the Company Rights Agreementmay vote. No trust preferred or subordinated debt securities of the Company are issued or outstanding. Other than Company Equity Awards and Company Warrants, there are no outstanding subscriptions, options, warrants warrants, puts, calls, rights, exchangeable or convertible securities or other rightscommitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, arrangements proxies or commitments of any character relating other agreements in effect with respect to the issued voting or unissued capital stock transfer of the Company Common Stock or any Company other equity interests of Company. No Subsidiary or obligating of the Company or any Company Subsidiary to issue or sell owns any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company Brands consists of 64,000,000 50,000,000 shares of Company Brands Common Stock and 1,000,000 5,000,000 shares of preferred stock stock, par value $.001 per share ("Company Brands Preferred Stock"). As of September 1the date of this Agreement, 1997, (i) 28,738,196 Brands has 9,178,294 shares of Company Brands Common Stock are issued and outstanding, all of which are have been duly authorized, validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee non-assessable. As of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust Closing Date and immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 Time, there will be no more than 1,354,047 shares of Company Brands Common Stock issued and outstanding, all of which have been duly authorized, validly issued, fully paid and non-assessable. There are no shares of Brands Preferred Stock issued or outstanding. The stockholders holding the Brands Common Stock and the number of shares of Brands Common Stock held in the treasury by each such stockholder is set forth on Schedule 5.2 attached hereto. All of the Company; (iii) 1,250,000 issued and outstanding shares of Company Brands Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreementwere issued in compliance with all applicable Laws including, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amendedwithout limitation, the "Company Rights Agreement")Securities Act, the Exchange Act and applicable Blue Sky Laws. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure as set forth on Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement5.2, there are no preemptive or other outstanding rights, options, warrants or other warrants, conversion rights (including pursuant to convertible securities), stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any character kind relating to the issued or unissued capital stock of the Company or any Company Subsidiary Brands or obligating the Company or any Company Subsidiary Brands to issue or sell any shares of capital stock of, or other equity interests in, Brands. As of the Company or any Company Subsidiary. All shares date of Company Common Stock and Company Preferred Stock subject to issuance as aforesaidthis Agreement, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There there are no outstanding contractual obligations of the Company or any Company Subsidiary Brands to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company Brands or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide material funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The As of the date of this Agreement and as of the Closing Date, (i) the authorized capital stock Capital Stock of the Company consists of 64,000,000 50,000,000 shares of Company Common Stock Stock, of which 26,347,359 shares are issued and 1,000,000 outstanding and no shares of preferred stock ("Company Preferred Stock"). As of September 1stock, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 no shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company or Preferred Stock are reserved for issuance pursuant under any plan or agreement, other than shares of Common Stock with respect to the Rights Warrant, the Investor Share Option, the Override Exchange (as defined in the Securities Purchase Agreement), the Warrants (as defined in the Securities Purchase Agreement, dated as of March 31the “SPA Warrants”), 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent Preferred Override Exchange Shares (as amended, defined in the "Company Rights Securities Purchase Agreement"). Except for Company Options heretofore granted pursuant to ) and the Company Company’s 2007 Non-Qualified Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 and 2008 Sonterra Resources, Inc. Equity Compensation Plan (together, the “Company Equity Compensation Plan”), and (iii) there are no other securities of the Company Disclosure Schedule and issued, outstanding or reserved for issuance. As of the date of the Preferred Authorization (as defined in the Securities Purchase Agreement), the authorized Capital Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any will also consist of 50,000,000 shares of capital stock ofpreferred stock, par value $0.001 per share (the “Preferred Stock”), none of which will be reserved for issuance under any plan or agreement, other than the Preferred Override Exchange Shares. All of the outstanding or issuable shares have been, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorizedbe, validly issuedissued and are, or upon issuance will be, fully paid and nonassessable. There are Except as set forth on Schedule 3(c), (A) no outstanding contractual obligations shares of the Capital Stock of the Company or any Company Subsidiary of the Subsidiaries are subject to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock preemptive rights or any capital stock of other similar rights or any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company Liens suffered or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held permitted by the Company or any Company Subsidiary and of the exercise of all Subsidiaries; (B) there are no outstanding options, warrants, options and other scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company or any Company Subsidiary to purchase such capital stock (other than of the Subsidiaries, or contracts, commitments, plans, understandings or arrangements by which the Company Subsidiaries set forth in Section 3.01 or any of the Company Disclosure Schedule). There are no material outstanding contractual obligations Subsidiaries is or may become bound to issue additional shares of Capital Stock of the Company or any Company Subsidiary of the Subsidiaries or options, warrants, scrip, rights to provide funds subscribe to, calls or commitments of any character whatsoever relating to, or make any investment (in the form of a loan, capital contribution securities or otherwise) inrights convertible into or exercisable for, any shares of Capital Stock of the Company Subsidiary or any other Person. There of the Subsidiaries; (C) there are no voting trusts or other agreements or understandings to arrangements under which the Company or any Company Subsidiary of the Subsidiaries is a party with respect obligated to register the voting sale of capital stock any of their securities under the 1933 Act; (D) there are no outstanding securities or instruments of the Company or any of the Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Subsidiaryor any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries, and there are no other stockholder agreements or similar agreements to which the Company, any of the Subsidiaries, or, to the Company’s Knowledge, any holder of the Company’s Capital Stock is a party; (E) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Securities; (F) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (G) to the Company’s Knowledge, no officer or director or beneficial owner of any of the Company’s outstanding Common Stock, has pledged Common Stock in connection with a margin account or other loan secured by such Common Stock. The Company has furnished to Buyers true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement and each date this representation is made (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement and each date this representation is made (the “Bylaws”), the organizational documents of each of the Subsidiaries, as amended and in effect on the date of this Agreement, and all documents and instruments containing the terms of all securities, if any, that are convertible into, or exercisable or exchangeable for, Common Stock, and the material rights of the holders thereof in respect thereto. All of the equity interests of each of the Subsidiaries are certificated or otherwise represented in tangible form. “To the Company’s Knowledge” and similar language means the actual knowledge of Xxxxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxxxxx or Xxxxxx X. Xxxxxxxxx or any other currently employed officer of the Company and the knowledge any such Persons would be expected to have after reasonable due diligence and inquiry.

Capitalization. (i) The authorized capital stock of the Company Purchaser consists of 64,000,000 shares an unlimited number of Company Common Stock Purchaser Shares and 1,000,000 shares an unlimited number of preferred stock ("Company Preferred Stock")special shares. As of September 1at February 24, 19972023, there were: (iA) 28,738,196 79,763,689 Purchaser Shares issued and outstanding and nil special shares of Company Common Stock are issued and outstanding; (B) 4,086,693 options outstanding providing for the issuance of an aggregate of 4,086,693 Purchaser Shares upon the exercise thereof; (C) 1,017,935 restricted share units outstanding providing for the issuance of an aggregate of 1,017,935 Purchaser Shares upon the settlement thereof; and (D) 734,026 deferred share units outstanding providing for the issuance of an aggregate of 734,026 Purchaser Shares upon the settlement thereof. Except as set forth in the Purchaser Public Disclosure Record and except for the stock options, all restricted share units and deferred share units described in the preceding sentence, and excluding Purchaser Shares issuable pursuant to the Purchaser Credit Agreement, none of which are validly issuedissuable in connection with the Arrangement, fully paid and nonassessable and 2,500,000 of which are held the Purchaser has no other outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (whether by Wachovia Banklaw, N.A. (formerly Wachovia Bank of North Carolina N.A.pre-emptive or contractual), as trustee nor has it granted any right or privilege capable of the trust created pursuant to the Savannah Foods & Industriesbecoming an agreement, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreementsubscription, dated as of March 31warrant, 1989option, between the Company and Citizens and Southern Trust Companyright or commitment, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary it to issue or sell any shares of capital stock of, Purchaser Shares or other voting or equity interests insecurities, the Company including any security or obligation of any Company Subsidiarykind convertible into or exchangeable or exercisable for any Purchaser Shares or other voting or equity security. All shares outstanding Purchaser Shares have been, and all Purchaser Shares issuable upon the exercise or vesting of Company Common Stock rights under stock options, restricted share units, deferred share units and Company Preferred Stock subject to issuance as aforesaidcommon share purchase warrants in accordance with their terms have been duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableissuance, will be duly authorizedbe, validly issued, issued as fully paid and nonassessable. There are no outstanding contractual obligations non-assessable shares of the Company Purchaser and are not and will not be, as applicable, subject to or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth issued in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) inviolation of, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiarypre-emptive rights.

Capitalization. (a) The authorized capital stock of the Company consists of 64,000,000 (a) 20,000,000 shares of Company Common Stock of which, as of the date hereof, there are 16,011,830 shares issued and 1,000,000 outstanding approximately 1,271,576 shares reserved for issuance in connection with the exercise of outstanding options (inclusive of 80,500 options to be issued as set forth in Section 5.1(f) of the Company Disclosure Letter) under the Company Option Plan, and no shares held in the Company's treasury, and (b) 5,000,000 shares of preferred stock Preferred Stock, par value $1.00 per share ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industriesdate hereof, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")none were issued or outstanding. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan No other capital stock or pursuant to agreements or arrangements described in Section 3.03 other security of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementis authorized, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued outstanding. All issued and outstanding Shares and capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they Subsidiaries are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except for outstanding options to acquire not more than 1,191,076 shares issued pursuant to the Company Option Plan and except for the Warrants as set forth in Section 3.2 of the Company Disclosure Letter, there are not now, and at the Effective Time there will not be, any securities, options, warrants, calls, subscriptions, preemptive rights, earn-outs or other rights or other agreements or commitments whatsoever obligating the Company or any of the Company Subsidiaries to issue, transfer, deliver or sell or cause to be issued, transferred, delivered or sold any additional shares of capital stock or other securities of the Company or any of the Company Subsidiaries, or obligating the Company or any of the Company Subsidiaries to grant, extend or enter into any such agreement or commitment. There are no outstanding contractual obligations of the Company or any of the Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule)Subsidiaries. There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company Subsidiaries to vote or to dispose of any Company Subsidiary is a party with respect to shares of the voting of capital stock of any of the Company or any Company SubsidiarySubsidiaries.

Capitalization. The authorized and issued capital stock of the Company Offeror consists of 64,000,000 an unlimited number of common voting shares without par value (also called Aurora Shares), unlimited number of Company Common Stock Class “A” Shares with a par value of $1.00 each; and 1,000,000 unlimited number of Class “B” Shares with a par value of $5.00 each, of which 488,284,116 Aurora Shares have been validly issued and are outstanding as fully paid and non-assessable shares as of preferred stock ("Company Preferred Stock")January 23, 2018 and have not been issued in violation of any pre-emptive rights. As of September 1January 23, 19972018, (i) 28,738,196 shares an aggregate of Company Common Stock up to 36,021,753 Aurora Shares are issuable upon the exercise of outstanding stock options, share purchase warrants, and convertible securities. The Aurora Shares to be delivered pursuant to the Contemplated Transactions will be duly allotted for issuance and will be validly issued and outstanding, all of which are validly issued, outstanding as fully paid and nonassessable non-assessable securities and 2,500,000 will not have been issued in violation of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), any pre-emptive rights. Except as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held disclosed in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Offeror Public Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementRecord, there are no options, warrants warrants, conversion privileges, commitments (contingent or otherwise) or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company Contract or any Company Subsidiary right or obligating privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, for the Company purchase, allotment or any Company Subsidiary to issue or sell any shares of capital stock issuance of, or other equity interests insubscription for, any securities of the Company Offeror, or any Company Subsidiarysecurities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of the Offeror. All shares securities of Company Common Stock the Offeror (including the stock options) have been issued in compliance with all applicable corporate Laws and Company Preferred Stock subject Securities Laws. Other than the Aurora Shares, stock options and convertible securities, there are no securities of the Offeror or of any of its subsidiaries outstanding which have the right to issuance as aforesaid, upon issuance vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the shareholders of the Offeror on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableany matter. There are no outstanding contractual Contracts or other obligations of the Company or any Company Subsidiary Offeror to (i) repurchase, redeem or otherwise acquire any shares of Company Common Stock its securities or Company Preferred Stock with respect to the voting or any capital stock disposition of any Company Subsidiary. Each of its outstanding share of capital stock of each Company Subsidiary is duly authorizedsecurities, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or ii) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) inany person in excess of $5 million in the aggregate, other than a wholly-owned subsidiary of the Offeror, or (iii) provide any Company Subsidiary or guarantee with respect to any person (other Personthan a wholly-owned subsidiary of the Offeror). There are no voting trusts outstanding bonds, debentures or other agreements or understandings to which evidences of indebtedness of the Company Offeror or any Company Subsidiary is a party of its subsidiaries having the right to vote with respect to the voting of capital stock holders of the Company or outstanding the Aurora Shares on any Company Subsidiarymatters.

Capitalization. The Effective as of the Closing Date, the authorized capital stock of the Company consists will consist of 64,000,000 (a) 250,000,000 shares of Company Common Stock, of which 150,000,000 shares will be designated as Class A Common Stock and 1,000,000 100,000,000 shares will be designated as Class B Common Stock and (b) 50,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997the Closing Date (after giving effect to the Recapitalization but prior to giving effect to the Exchange contemplated hereby), (i) 28,738,196 37,292,286 shares of Company Class A Common Stock are will be issued and outstanding, all of which are will be validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Banknonassessable, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 no shares of Company Class B Common Stock are will be issued and outstanding, (iii) no shares of Common Stock will be held in the treasury of the Company; , (iiiiv) 1,250,000 no shares of Company Common the Preferred Stock will be issued and outstanding and (v) 7,200,000 shares are reserved for future issuance pursuant to Company Options the 1998 Long-Term Incentive Plan and the Directors' Stock Option Plan (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights AgreementCOMPANY STOCK OPTION PLANS"). Except for Company Options heretofore granted Other than pursuant to the Company Stock Option Plans, the Employee Stock Purchase Plan, the Non-U.S. Stock Purchase Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Corporate Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company SubsidiaryCompany. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company SubsidiaryStock. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company SubsidiarySECTION 3.04.

Capitalization. The authorized capital stock Equity Interest of SXE is as set forth in the Company consists SXE Partnership Agreement. At the close of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September business on June 1, 1997, 2014: (ia) 28,738,196 shares of Company 21,465,046 Common Stock are Units were issued and outstanding, (b) 12,213,713 Subordinated Units were issued and outstanding, (c) 1,832,399 Series A Convertible Preferred Units were issued and outstanding, (d) SXE GP held 2% of the total partnership interest in SXE; (e) 477,651 Common Units were subject to issuance under outstanding options or awards under the SXE Long-Term Incentive Plan, (f) no Voting Debt was issued and outstanding, and (g) all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are Incentive Distribution Rights were held by Wachovia BankSXE GP. Except as set forth in this Section 6.4, N.A. there are no outstanding (formerly Wachovia Bank i) Equity Interests or Voting Debt or other voting securities of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares")SXE; (ii) 2,568,604 shares securities of Company Common Stock are held in the treasury SXE or any member of the CompanySXE Group convertible into or exchangeable for Equity Interests, Voting Debt or other voting securities of SXE or any member of the SXE Group; and (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants warrants, calls, rights (including preemptive rights), commitments or agreements to which SXE or any member of the SXE Group is a party or by which it is bound in any case obligating SXE or any member of the SXE Group to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional Equity Interests, Voting Debt or other voting securities of SXE or any member of the SXE Group or obligating SXE or any member of the SXE Group to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. All Equity Interests of each member of the SXE Group (i) were issued in compliance with all Laws and any preemptive or anti-dilutive rights, agreements, arrangements rights of first offer or commitments refusal and any other statutory or contractual rights of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock Person and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be (ii) have been duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each non-assessable (except as such share owned nonassessability may be affected by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries matters expressly set forth in Section 3.01 the Law of the Company Disclosure Schedulejurisdiction of organization of such Person). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company Buyer consists of 64,000,000 45,000,000 shares of Company Buyer Common Stock and 1,000,000 4,000,000 shares of preferred stock stock, par value $1.00 per share ("Company Preferred StockBUYER PREFERRED STOCK"). As of September 1the close of business on December 12, 1997, there were 29,719,593 shares of Buyer Common Stock and no shares of Buyer Preferred Stock issued and outstanding. In addition, as of the close of business on December 12, 1997, there were 1,396,808 shares of Buyer Common Stock reserved for issuance upon exercise of outstanding stock options. All issued and outstanding shares of Buyer Common Stock and Buyer Preferred Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except (i) 28,738,196 shares for rights issuable to holders of Company Buyer Common Stock are issued and outstandingin accordance with the Buyer Rights Agreement, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; as permitted under this Agreement, (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant as referred to Company Options in this Section 3.03 (which includes director and employee stock options) or (iv) 1,000,000 shares as reflected in Section 3.03(a) of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amendedBuyer Disclosure Schedule, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to Buyer does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments agreements of any character relating calling for the Buyer to the issued issue, deliver or unissued capital stock sell, or cause to be issued, delivered or sold any shares of Buyer Common Stock or Buyer Preferred Stock or any other equity security of the Company Buyer or any Company Subsidiary subsidiary of the Buyer or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any shares of Buyer Common Stock or Buyer Preferred Stock or any other equity security of the Buyer or any subsidiary of the Buyer or obligating the Company Buyer to grant, extend or enter into any Company Subsidiary to issue such subscriptions, options, warrants, calls, commitments, rights agreements or sell any shares agreements. As of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There date hereof there are no outstanding contractual obligations of the Company or any Company Subsidiary Buyer to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company Buyer or any Company Subsidiarysubsidiary of the Buyer.

Capitalization. The (a) As of the date hereof and on the Closing Date, the entire authorized capital stock of the Company consists of 64,000,000 1,000,000 shares of Company Class A Common Stock and Stock, par value $0.001 per share, of which 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all 3,000,000 shares of Company Class B Common Stock, par value $0.01 per share, of which 130,961.6 shares are issued and outstanding, 1,000,000 shares of Company Existing Preferred Shares, of which 20,000 shares are issued and outstanding, and 26,776 shares are held in treasury. All of the issued and outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bankpaid, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. All prior offerings and issuances of Company Capital Stock have been made in accordance with applicable federal and state securities Laws. Except as disclosed in Schedule 4.2(a)(i), (i) no shares of the Company or any Company Subsidiary Company’s Capital Stock are subject to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company's , (ii) there are no outstanding debt securities, (iii) there are no outstanding securities or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights instruments of the Company which contain any redemption or any Company Subsidiary to purchase such capital stock (other than similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Subsidiaries set forth in Section 3.01 is or may become bound to redeem a security of the Company, and (iv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the sale of the Company Disclosure Schedule). There are no material outstanding contractual obligations Capital Stock as contemplated by this Agreement or the issuance of the Company or any Company Subsidiary Capital Stock pursuant to provide funds to, or make any investment (in this Agreement. Schedule 4.2(a)(ii) sets forth the form ownership of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect Capital Stock immediately prior to the voting of capital stock of the Company or any Company SubsidiaryClosing.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 (i) 100,000,000 shares of Company Common Stock and 1,000,000 (ii) 5,000,000 shares of preferred stock stock, par value $0.001 per share ("Company Preferred Stock"). As of September 1, 1997the date of this Agreement, (i) 28,738,196 54,831,834 shares of Company Common Stock are issued and outstandingoutstanding (excluding Common Stock issued pursuant to the Company Stock Option Plan), all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Banknonassessable, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 no shares of Company Common Stock are held in the treasury of the Company; Company and (iii) 1,250,000 6,000,000 shares of Company Common Stock have been issued pursuant to, or are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreementto, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore outstanding employee stock options or stock incentive rights granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and Plan. Other than the Preferred Stock Purchase Rights (issued to Purchaser on the "Company Rights") issued date hereof pursuant to Section 2.01, as of the date of this Agreement, no shares of Company Rights AgreementPreferred Stock are issued and outstanding. Except for the Option or as set forth in this Section 6.03, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company its Subsidiary or obligating the Company or any Company its Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any its Subsidiary. The Company Subsidiaryhas made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company its Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company its Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company its Subsidiary or any other Personperson. There Except as set forth in Section 6.03(a) of the Company Disclosure Schedule, there are no voting trusts commitments or other agreements or understandings of any character to which the Company or is bound obligating the Company to accelerate the vesting of any Company Subsidiary is Stock Option as a party with respect to result of the voting Merger. All outstanding shares of Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of the Company or any Company SubsidiarySubsidiary have been issued and granted in material compliance with (y) all applicable securities laws and other Laws and (z) all requirements set forth in applicable contracts.

Capitalization. The As of the date hereof, the authorized capital stock of the Company Purchaser consists of 64,000,000 Fifty-five Million (55,000,000) shares of Company Common Stock and 1,000,000 capital stock: Thirty-five Million (35,000,000) shares of preferred stock Common Stock, $0.001 par value ("Company Common Stock"), of which 5,707,000 shares are outstanding; Twenty Million (20,000,000) shares of Preferred Stock, $0.001 par value, Twelve Million, Six Hundred Thousand (12,600,000) of which shares are designated as Series A Preferred Stock ("Series A Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are issued and will be outstanding, assuming the sale of $17,000,000 of Purchaser's Series A Preferred Stock. All such issued and outstanding securities have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, and 2,500,000 were issued in compliance with all applicable state and federal laws concerning the issuance of which are held by Wachovia Banksecurities. The rights, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee privileges and preferences of the trust created Series A Preferred Stock are as set forth in the Certificate of Incorporation previously delivered to Seller, and no amendment thereto has been approved by Purchaser's Board of Directors. Except for the Stockholders Agreement and the Registration Rights Agreement, there is no other agreement which grants any additional rights to the Series A Preferred Stock. Purchaser has reserved and authorized the issuance of Three Million, Three Hundred Seventy One Thousand (3,371,000) shares of Common Stock for issuance to officers, directors, employees and consultants pursuant to a stock option and/or purchase plan or other arrangements approved by Purchaser's Board of Directors. Except for (i) the Savannah Foods & Industries, Inc. Benefit Trust Agreement conversion privileges of the Series A Preferred Stock (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust SharesPreferred Stock"); , (ii) 2,568,604 shares rights of Company Common Stock are held in first refusal granted to the treasury purchasers of the Company; Preferred Stock, (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore options granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements above-described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementstock option plan, there are no preemptive rights or outstanding rights, options, warrants warrants, conversion rights or other rights, agreements, arrangements agreements for the purchase or commitments acquisition from Purchaser of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of its capital stock of, or other equity interests in, the Company or any Company Subsidiary. All securities convertible into or ultimately exchangeable or exercisable for any shares of Company Common Stock Purchaser's capital stock. Schedule 1 hereto sets forth a true, correct and Company Preferred Stock subject to issuance as aforesaidcomplete listing of all current holders of Purchaser's equity securities, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableoptions or warrants. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusalcontracts, agreements, limitations on arrangement or understandings, oral or written, which grant or permit the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed Management Team (as defined in Section 12.6) to purchase or otherwise acquire, 5% or more in excess of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights Management Interest (as defined in Section 12.6) upon consummation of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company SubsidiarySeries A Round.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 300,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of undesignated preferred stock stock, par value $0.01 per share ("Company the “Preferred Stock"”). As of September 1the date hereof, 1997, (i) 28,738,196 there were no shares of Company Preferred Stock issued and outstanding and there were 59,071,653 shares of Common Stock are issued and outstanding, all of which no shares are validly issued, fully paid and nonassessable and 2,500,000 owned by the Company. There are no other shares of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank any other class or series of North Carolina N.A.), as trustee capital stock of the trust created pursuant to the Savannah Foods & IndustriesCompany issued or outstanding. The Company has no capital stock reserved for issuance, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 except that there are 10,980,832 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights AgreementCompany’s 2008 Stock Option and Incentive Plan, dated as of March 31, 1989, between 2015 Equity Incentive Plan (the Company “2015 Plan”) and Citizens and Southern Trust Company, as Rights Agent 2015 Employee Stock Purchase Plan (the “ESPP”) (as amendedwell as any automatic increases in the number of shares of the Company’s Common Stock reserved for future issuance under the 2015 Plan and ESPP) and outstanding warrants to purchase an aggregate of 3,428,248 shares of Common Stock. There are no bonds, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan debentures, notes or pursuant to agreements other indebtedness having general voting rights (or arrangements described in Section 3.03 convertible into securities having such rights) (“Voting Debt”) of the Company Disclosure Schedule issued and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant outstanding. Except as stated above, and except pursunat to the Company Rights AgreementOther Offering, there are no existing options, warrants warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any Company Subsidiary to issue or sell any shares of capital stock or Voting Debt of, or other equity interests interest in, the Company or any Company Subsidiary. All securities or rights convertible into or exchangeable for such shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual or equity interests or obligations of the Company to grant, extend or enter into any Company Subsidiary such option, warrant, call, subscription or other right, agreement, arrangement or commitment. The issuance of Shares pursuant to repurchase, redeem any provision of this Agreement will not give rise to any preemptive rights or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations refusal on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances behalf of any nature whatsoever. Neither person or result in the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock triggering of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiaryanti-dilution rights.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 199730,000,000 shares, (i) 28,738,196 shares 25,000,000 of Company which are designated as Common Stock are Stock, of which, on the date hereof, there were 16,505,486 Shares issued and outstanding, all 1,200,000 Shares reserved for issuance under the Stock Option Plan and 730,720 Shares subject to issuance upon exercise of a like number of warrants evidenced by a Warrant Certificate dated as of December 13, 1989 (the "Warrants"), and (ii) 5,000,000 of which are validly issueddivisible into such classes and series, fully paid with such designations, voting rights and nonassessable other rights and 2,500,000 preferences as the Board of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee Directors of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement Company (the "Benefit TrustBoard of Directors"; shares held by the trustee ) may from time to time determine (consistent with paragraphs (a) and (b) of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury Article VII of the Company; (iii) 1,250,000 shares 's Articles of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares Incorporation), of Company Preferred Stock are reserved for issuance pursuant to which, on the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreementdate hereof, there are no optionsshares issued or outstanding, warrants and no shares have been designated by the Board of Directors as to classes or series. The Company has not acquired, redeemed or repurchased any Shares or other rights, agreements, arrangements or commitments shares of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating that have been pledged by the Company as security for future payment of all or any Company Subsidiary to issue part of the purchase price for such Shares or sell any other shares of capital stock of, or other equity interests in, the Company or any Company Subsidiarystock. All shares of Company Common Stock issued and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they outstanding Shares are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by have no preemptive rights (other than preemptive rights created pursuant to the Purchase Rights Agreement, dated as of December 13, 1989 (the "Purchase Rights Agreement"), between the Company or another Company Subsidiary is free and clear of all security interestsBiofin Holding International B.V. ("Biofin")). Except for (i) the Warrants, liens(ii) Options granted pursuant to the Stock Option Plan to acquire not more than 669,640 Shares, claimsas set forth on Exhibit B hereto, pledgesand (iii) preemptive rights created pursuant to the Purchase Rights Agreement, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, preemptive rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association rights or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by other agreements or commitments whatsoever obligating the Company or any Company Subsidiary and the exercise of all warrantsits subsidiaries to issue, options and other rights transfer, deliver or sell or cause to be issued, transferred, delivered or sold any additional shares of capital stock of the Company (including, without limitation, the Shares) or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds toits subsidiaries, or make to acquire, redeem or repurchase any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting shares of capital stock of the Company or any of its subsidiaries, or obligating the Company Subsidiaryor any of its subsidiaries to grant, extend or enter into any such agreement or commitment. Each holder of Options granted pursuant to the Stock Option Plan has consented to the cancellation of all of such holder's Options in the manner provided in Section 2.5 hereof. No holder of an outstanding Option has the right to exercise said Option in the event the Merger is consummated. The holder of the Warrants has consented to the cancellation of the Warrants at the Effective Time without payment of additional consideration, and the Company and the other party or parties to the Purchase Rights Agreement have agreed that the Purchase Rights Agreement will be terminated at the Effective Time (without payment of additional consideration to such party or parties).

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 500,000,000 shares of Company Common Stock Stock, 2,074,033 shares of which are issued and outstanding, and (ii) 5,000,000 shares of preferred stock, of which (a) 67,600 shares of Series 1-A Preferred Stock, par value $0.01 per share, and (b) 3,900 shares of Series 2-A Preferred Stock, par value $0.01 per share, are issued and outstanding. Except as disclosed on Schedule 3.2 and as contemplated hereby, there are no outstanding subscriptions, options, warrants, commitments, agreements or arrangements for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. As of the Closing, and after giving effect to the transactions contemplated hereby, all of which are the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and not subject to any preemptive rights. When issued in accordance with the terms of the Series 5-A Preferred and the Warrants, the shares of Common Stock issuable upon exercise of Series 5-A Preferred and the Warrants will be validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")non-assessable. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character The terms relating to the issued or unissued capital stock of Warrants are as set forth in Exhibit B attached hereto. The relative rights, preferences and other terms relating to the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Series 5-A Preferred Stock subject to issuance are as aforesaid, upon issuance on the terms and conditions specified set forth in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableExhibit C attached hereto. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, optionspreemptive rights, rights of first refusal, agreements, limitations on the Company's put or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly call rights or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts purchase or other agreements redemption obligations or understandings to which the Company or any Company Subsidiary is a party anti-dilution rights with respect to the Company's capital stock or any interests therein, other than as disclosed on Schedule 3.2 or rights set forth herein or in the Company's Certificate of Incorporation or the Certificates of Designation establishing such capital stock. Other than as set forth herein, there are no rights to have the Company's capital stock registered for sale to the public in connection with the laws of any jurisdiction, and there are no agreements relating to the voting of capital stock the Company's voting securities or restrictions on the transfer of the Company or any Company SubsidiaryCompany's capital stock.

Capitalization. As of the date hereof, (A) 900,000,000 shares of Common Stock were authorized for issuance, of which 434,131,997 shares were issued and outstanding, and (B) 10,000,000 shares of preferred stock, par value $0.01 per share of the Company were authorized for issuance, of which 8,050 shares were designated as 7.750% Series B Cumulative Redeemable Preferred Stock, of which 7,000 were issued and outstanding, and 13,800 shares were designated as 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, of which 13,000 shares were issued and outstanding. The authorized issued and outstanding shares of capital stock of the Company consists of 64,000,000 shares of Company Common Stock have been duly authorized and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are validly issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee non-assessable; none of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; outstanding shares held by the trustee of capital stock was issued in violation of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares preemptive or other similar rights of Company Common Stock are held in the treasury any securityholder of the Company; (iii) 1,250,000 shares . Upon completion of Company Common Stock are reserved for future the issuance and sale of the Securities pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights this Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 capitalization of the Company will be as set forth in the Prospectus in the column entitled “As Adjusted” under the caption “Capitalization.” Except as disclosed in the Registration Statement, the General Disclosure Schedule Package and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementProspectus, there are no options, warrants outstanding (A) securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities Subsidiaries convertible into such capital stock held by the Company or exchangeable for any Company Subsidiary and the exercise of all warrants, options and other rights equity interests of the Company or any Company Subsidiary such Subsidiary, (B) warrants, rights or options to subscribe for or purchase such capital stock (other than from the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual or any such Subsidiary any such equity interests or any such convertible or exchangeable securities or obligations or (C) obligations of the Company or any Company such Subsidiary to provide funds issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. The Company’s Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and is authorized for trading on the Nasdaq Global Select Market (“NASDAQ”), and the Company has taken no action designed to, or make any investment (in likely to have the form effect of, terminating the registration of a loanthe Common Stock from NASDAQ, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which nor has the Company received any notification that the Commission or any NASDAQ is contemplating terminating such registration or listing. The Company Subsidiary is a party in compliance with respect to the voting current listing standards of capital stock of the Company or any Company SubsidiaryNASDAQ.

Capitalization. The authorized capital stock of Transcend (immediately prior to the Company consists Closing) will consist of 64,000,000 (a) 25,000,000 shares of Company Common Stock and 1,000,000 shares Stock, 787,382 of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock which are issued and outstanding, and (b) 21,285,319 shares of Preferred Stock, par value $.01 per share, consisting of (i) 12,991,000 shares of Series A Convertible Preferred Stock, par value $.01 per share (the "SERIES A PREFERRED STOCK"), 9,916,330 of which are issued and outstanding, (ii) 3,000,000 shares of Series B Convertible Preferred Stock, par value $.01 per share (the "SERIES B PREFERRED STOCK"), 690,775 of which are issued and outstanding, (iii) 4,255,319 shares of Series C Convertible Preferred Stock, par value $.01 per share (the "SERIES C PREFERRED STOCK"), all of which are issued and outstanding and (iv) 1,039,000 shares of Non-Convertible Preferred Stock, none of which are issued and outstanding. All of the issued and outstanding shares of Transcend's capital stock have been duly authorized and validly issued, issued and are fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), have been issued in compliance with applicable Federal and state securities laws. Except as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein set forth on SCHEDULE 3.3 hereto or as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held provided in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights this Agreement, dated as of March 31(i) no subscription, 1989warrant, between the Company and Citizens and Southern Trust Companyoption, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants convertible security or other rights, agreements, arrangements right (contingent or commitments of any character relating otherwise) to the issued purchase or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell acquire any shares of capital stock ofof Transcend is authorized or outstanding, (ii) there is not any commitment or offer of Transcend to issue any subscription, warrant, option, convertible security or other equity interests in, the Company such right or to issue or distribute to holders of any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject its capital stock any evidences of indebtedness or assets of Transcend, (iii) Transcend has no obligation (contingent or otherwise) to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchasepurchase, redeem or otherwise acquire any shares of Company Common Stock its capital stock or Company Preferred Stock any interest therein or to pay any dividend or make any other distribution in respect thereof and (iv) there are no restrictions on the transfer of Transcend's capital stock other than those arising from securities laws. Except as set forth on SCHEDULE 3.3 hereto, no person or entity is entitled to (i) any preemptive or similar right with respect to the issuance of any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly ownsTranscend, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of (ii) any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting registration of any capital stock of Transcend under the Company or any Company SubsidiaryAct.

Capitalization. The authorized capital stock of the Company consists of 64,000,000 25,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock stock, no par value per share ("Company Preferred Stock"). As of September 1November 30, 19971998, (i) 28,738,196 ----------------------- 6,202,743 shares of Company Common Stock are were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Banknonassessable, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 no shares of Company Common Stock are were held in the Company's treasury of the Company; or by any Subsidiary, (iii) 1,250,000 no shares of Company Preferred Stock were issued and outstanding and (iv) 1,009,900 shares of Company Common Stock are were reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance outstanding options granted pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company Company's 1993 Employee Stock Option Plan and Citizens and Southern Trust Company, as Rights Agent 1994 Directors Stock Option Plan (as amended, the "Company Rights AgreementOption -------------- Plans"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described as set forth in Section 3.03 3.3 of the Company Disclosure Schedule Schedule, ----- no shares of Company Common Stock have been issued between November 30, 1998 and the Preferred Stock Purchase Rights (the "Company Rights") issued date hereof, except pursuant to options outstanding as of such date. Except as set forth in Section 3.3 or Section 3.11 of the Company Rights AgreementDisclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character granted by the Company relating to the issued or unissued capital stock shares of the Company or of any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance under the Company Option Plans, as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableapplicable plan, will shall be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations obligations, contingent or otherwise, of the Company or of any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock the shares of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) in, in any Company Subsidiary or any other Personentity. There are no voting trusts None of the options, warrants, rights, agreements, arrangements or other agreements commitments identified in Section 3.3 or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock 3.11 of the Company Disclosure Schedule provide that, absent action by the Company Board or any a committee thereof, upon exercise or conversion the holder thereof shall receive cash, and no such action of the Company Subsidiary.Board or a committee thereof has been taken. Except as set forth in Section 3.3 of the Company Disclosure Schedule, all of the outstanding shares of each Subsidiary (and all shares to be issued prior to the Effective Time)

Capitalization. The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock 80,000,000 Shares and 1,000,000 20,000,000 shares of preferred stock ("Company Preferred Stock")stock, par value $.01 per share. As of September 1, 1997, the date of this Agreement (ia) 28,738,196 shares of Company Common Stock are 2,976,723 Shares were issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Banknonassessable, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares b) no Shares were held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); Company Subsidiaries, (iic) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are 412,250 Shares were reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore outstanding employee stock options granted pursuant to the Company Stock Option Plan or Plan, (d) no shares were reserved for future issuance pursuant to agreements or arrangements described outstanding warrants and no shares of preferred stock were issued and outstanding. Except as set forth in this Section 3.03 and Section 3.03 of the Company Disclosure Schedule and Schedule, as of the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights date of this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock Shares or any capital stock of of, or any equity interests in, any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.

Capitalization. The authorized capital stock of the -------------- Company (the "Company Stock") consists of 64,000,000 2,500,000 shares of Preferred Stock (the "Preferred Stock"), 500,000 shares of Series B Convertible Preferred Stock (the "Convertible Preferred Stock"), 45,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stock Class B Common Stock (the "Company Preferred Class B Common Stock"). As of September 1, 1997the date hereof, (i) 28,738,196 25,818,154 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 free of which are held by Wachovia Bankpreemptive rights, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 no shares of Company Common Stock are held in the treasury of the Company; , (iii) 1,250,000 503,220 shares of Company Common Stock are reserved issuable pursuant to outstanding Company Options, (iv) 1,898,856 shares of Company Common Stock are issuable upon exercise of outstanding warrants of the Company (the "Company Warrants"), and (v) there are no issued and outstanding shares of Preferred Stock, Convertible Preferred Stock or Class B Common Stock. The Company will authorize and reserve shares of Series A Junior Participating Preferred Stock for future issuance pursuant to the Rights Plan. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to Warrants, in each case with the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement")exercise price. Except for Company Options heretofore granted pursuant to the Company Stock Option Plan as set forth above or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights AgreementLetter, there are no options, warrants warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There Except as set forth in the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. Except as set forth in the Company SubsidiaryDisclosure Letter, the Company owns beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Neither the Company nor any Company Subsidiary directly or indirectly owns, or has agreed to purchase or otherwise acquire, 5% or more of the capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the conversion of all securities convertible into such capital stock held by the Company or any Company Subsidiary and the exercise of all warrants, options and other rights of the Company or any Company Subsidiary to purchase such capital stock (other than the Company Subsidiaries set forth in Section 3.01 of the Company Disclosure Schedule). There are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company or any Company Subsidiary.