Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock and (ii) 100,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30, 1999, (i) 37,846,789 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 three hundred million (300,000,000) shares of Company Common Stock and Stock, par value $0.01 per share, (ii) 100,000,000 twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $.01 0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (the "COMPANY PREFERRED STOCK"“Excess Stock”). As of April 30the close of business on May 4, 19992021 (the “Company Capitalization Date”), (iA) 37,846,789 98,301,860 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Company Common Excess Stock were issued and outstanding, all . As of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsthe Company Capitalization Date, (ii1) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or have been, and all Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, and were not (or, in the case of Company Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Company. No Company Subsidiary or obligating controlled Affiliate of the Company or owns any Company Subsidiary to issue or sell any Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i) shares of capital stock ofor voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) obligations of the Company Disclosure Letter sets forthto issue or pay cash valued by reference to, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual binding obligations of the Company or any of the Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personSecurities.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 120,000,000 shares of Company Common Stock and (ii) 100,000,000 Stock, 7,000,000 shares of Preferred Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $.01 per share (the "COMPANY PREFERRED STOCKCompany Preferred Stock"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of April 30August 24, 19991998, (i) 37,846,789 39,398,204 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 2,348,497 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock OptionsOptions granted pursuant to the Option Plans, Company Warrants or convertible debentures or notes(iii) 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, respectively. (biv) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding or available shares of Company Class A Common Stock, (v) 255,500 shares of Company Common Stock were issued and held in the treasury of the Company, (vi) 1,908,554 shares of Company Class A Common Stock were issued and outstanding, (vii) there were no shares of Company Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for grant under issuance upon exercise of the Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option PlanPlans or upon conversion of outstanding shares of Company Class A Common Stock, or under agreements or arrangements set forth in and no shares of Company Preferred Stock have been issued. Section 3.3(b3.2(a) of the Company Disclosure LetterSchedule identifies (i) the holders of each of the Options, (ii) Company Warrants to purchase an aggregate the number of 5,453,800 shares of Company Common Stock and Options vested for each holder, (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to Option Plan under which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been each Option was issued, (xiv) the aggregate principal amount number of Convertible Notes Options held by such holder and News Notes outstanding and the applicable conversion prices thereof, (yv) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which price of each of those Company Stock Options vest. (c) the Options. All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to free of preemptive rights. Except as set forth for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.3(c3.2(a) of the Company Disclosure LetterSchedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares capital stock of the Company Common Stock or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.3(c3.2(a) of the Company Disclosure LetterSchedule, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially, directly or in indirectly, by the Company, free and clear of all mortgages, 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 material encumbrances of any other personnature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock Stock, par value $0.0001 per share, and (ii) 100,000,000 20,000,000 shares of Preferred Stock, without par value $.01 per share (the "COMPANY PREFERRED STOCK"). As At the close of April 30business on March 31, 19992000, (i) 37,846,789 40,057,369 shares of Company Common Stock were issued and outstanding, all of which were are validly issued issued, fully paid and are fully paid, nonassessable and not subject to preemptive rights, nonassessable; (ii) 405,217 4,323,050 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Company Common Stock were issued and outstanding, all held in treasury by Company or by subsidiaries of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, Company; (iii) 4,550,333, 5,453,800 and 9,910,462 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan Incentive Plan; (the "COMPANY'S OPTION PLAN"). Except for (iv) Company Stock Options to purchase an aggregate of 4,550,333 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding or available for grant options to purchase Company Common Stock under the Company's Option Director Plan, or under agreements or arrangements set forth in Section 3.3(b; (vi) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 266,168 shares of Company Common Stock and (iii) $26,500,000 principal amount of were reserved for issuance upon the Convertible Notes and $9,550,000 principal amount exercise of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated options to purchase Company Common Stock under the 1989 Plan; ("NEWS NOTES"vii) convertible for 3,840,580 and 6,069,882 8,007,468 shares of Company Common StockStock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, respectively, there no shares of Company Preferred Stock were issued or outstanding. There are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights commitments or other rights, agreements, arrangements or commitments agreements of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or to accelerate the vesting of any Company Subsidiary to issue or sell any shares Stock Option as a result of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Merger. (b) Section 3.3(b2.3(b) of the Company Disclosure Letter Schedule sets forth, forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement, : (wi) the persons name and address of the optionee; (ii) the particular plan pursuant to whom which such Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, Option was granted; (xiii) the aggregate principal amount number of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, shares of Company Common Stock subject to such Company Stock Option; (yiv) the exercise prices for price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company Stock Options and Company Warrants held by each such person and (z) whether has granted such Company Stock Options that are subject to vesting and, if subject to vesting, currently outstanding and the dates on which each form of those all stock option agreements evidencing such Company Stock Options vest. (c) Options. All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under instrument pursuant to which they are issuable, will would be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rights. Except as set forth in Section 3.3(cnonassessable. (c) of the Company Disclosure Letter, there are no All outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, all outstanding Company Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure LetterOptions, each and all outstanding share shares of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or a Company Subsidiary is free other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and clear of (ii) all security interests, liens, claims, pledges, options, rights of first refusalrequirements set forth in applicable contracts, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personinstruments.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Company Class A Common Stock, 75,000,000 shares of Class B Common Stock and (ii) 100,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.0001 per share (the "COMPANY PREFERRED STOCK"“Company Preferred Stock”). As of April 30June 6, 19992019 (the “Company Capitalization Date”), (i) 37,846,789 (A) 76,916,180 shares of Company Class A Common Stock were issued and outstanding and 10,380,023 shares of Class B Common Stock were issued and outstanding, all (B) no shares of which Class A Common Stock and no shares of Class B Common Stock were validly issued held in the Company’s treasury, (C) no shares of Class A Common Stock and are fully paidno shares of Class B Common Stock were held by the Company Subsidiaries, nonassessable (D) Company Options covering 113,502 shares of Class A Common Stock were outstanding, with a weighted average exercise price per share of $52.20, (E) Company Options covering 878,245 shares of Class B Common Stock were outstanding, with a weighted average exercise price per share of $8.09, (F) Company RSUs covering 7,321,757 shares of Class A Common Stock were outstanding; and not subject to preemptive rights, (G) Company PSUs covering 109,125 shares of Class A Common Stock were outstanding (assuming any applicable performance targets were deemed satisfied at maximum performance); (ii) 405,217 10,064,259 shares of Series II Preferred Class A Common Stock and 41,667 no shares of Series III Class B Common Stock were reserved for future issuance pursuant to the Company Equity Plans; (iii) 4,591,023 shares of Class A Common Stock were reserved for future issuance pursuant to the Company ESPP; and (iv) no shares of Company Preferred Stock were issued and or outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 . All the outstanding shares of Company Common Stock were are, and all shares of Company Common Stock reserved for future issuance upon exercise as described above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has sufficient authorized and unissued shares of Class A Common Stock to effect the conversion of all outstanding Company shares of Class B Common Stock Options, Company Warrants or convertible debentures or notes, respectivelyinto shares of Class A Common Stock. (b) Between April 30, 1999 and the date Section 4.2(b) of this Agreement, no Company Stock Options have been granted by the Company under Disclosure Letter sets forth a true and complete list, as of the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for Company Capitalization Date, of (i) each Company Stock Options to purchase an aggregate Equity Award, (ii) the name of 4,550,333 the Company Equity Award holder, (iii) the number of shares of Company Common Stock outstanding or available for grant underlying each Company Equity Award, (iv) the date on which the Company Equity Award was granted, (v) the Company Equity Plan under which the Company's Option PlanCompany Equity Award was granted, or under agreements or arrangements (vi) the vesting schedule with respect to the Company Equity Award, including any right of acceleration of such vesting schedule, (vii) the exercise price of each Company Equity Award, if applicable, and (viii) the expiration date of each Company Equity Award, if applicable. (c) Except as set forth in Section 3.3(b4.2(a) of and Section 4.2(b), and other than the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock that have become outstanding after the Company Capitalization Date that were reserved for issuance as set forth in Section 4.2(a)(ii) and issued in accordance with the terms of the applicable Company Equity Plan and Company Equity Award, in each case as of the date hereof: (i) the Company does not have any shares of capital stock or other equity interests issued or outstanding and (iiiii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no outstanding subscriptions, options, warrants, conversion puts, calls, exchangeable or convertible securities or other similar rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements agreements or commitments of or any character other Contract to which the Company or any Company Subsidiary is a party or by which is otherwise bound obligating the Company is bound relating or any Company Subsidiary to the issued (A) issue, transfer or unissued sell, or make any payment with respect to, any shares of capital stock or other equity interests of the Company or any Company Subsidiary or obligating the Company securities convertible into, exchangeable for or any Company Subsidiary to issue or sell any shares of capital stock ofexercisable for, or other that correspond to, such shares or equity interests in, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreementinterests, (wB) the persons to whom Company Stock Options have been granted grant, extend or Company Warrantsenter into any such subscription, Convertible Notes option, warrant, put, call, exchangeable or News Notes have been issuedconvertible securities or other similar right, agreement or commitment, (xC) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any such shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock or other equity interests or (D) provide any amount of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personPerson. There are no outstanding obligations of the Company or any Company Subsidiary (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of the Company or any Company Subsidiary. (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar 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 Company Stockholders on any matter. (e) There are no voting trusts or other agreements, commitments or understandings to which the Company or any Company Subsidiary (or to the Company’s Knowledge, a Company Stockholder) is a party with respect to the voting of the capital stock or other equity interests of the Company or any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (ia) 100,000,000 15,000,000 shares of Company Class A Common Stock, (b) 15,000,000 shares of Class B Common Stock and (iic) 100,000,000 5,000,000 shares of preferred stock, no par value (the "Preferred Stock"), 4,818 shares of which are designated Series A Junior Participating Preferred Stock, no par value $.01 per share (value, and 5,254 of which are designated Series B Junior Participating Preferred Stock, no par value. At the "COMPANY PREFERRED STOCK"). As close of April 30business on February 29, 19992000, (i) 37,846,789 4,817,394 shares of Company Class A Common Stock were issued and outstanding5,253,862 shares of Class B Common Stock, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all (ii) no shares of which Class A Common Stock and Class B Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsheld in the treasury of the Company or by the Company Subsidiaries, (iii) 4,550,333, 5,453,800 and 9,910,462 1,227,150 shares of Company Class B Common Stock were reserved for issuance upon in connection with the exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 Options in the amounts and at the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements exercise prices set forth in Section 3.3(b3.03 of the Disclosure Schedule, (iv) 4,818 shares of Series A Junior Participating Preferred Stock were reserved for issuance pursuant to the Rights Agreement and (v) 5,254 shares of Series B Junior Participating Preferred Stock were reserved for issuance pursuant to the Rights Agreement (defined below). Except as set forth in Section 3.03 of the Disclosure Schedule, all publicly traded shares of Common Stock are authorized for listing on the American Stock Exchange (the "AMEX"). From February 29, 2000 through the date hereof, the Company has not issued any additional shares of capital stock, except pursuant to the exercise of Company Options outstanding on February 29, 2000, nor has the Company granted any additional options, warrants or other rights or entered into any agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company Disclosure Letter, (ii) or any Company Warrants Subsidiary or obligating the Company or any Company Subsidiary to purchase an aggregate of 5,453,800 issue or sell any shares of capital stock of, or other equity interests in, the Company Common or any Company Subsidiary. Except as issued pursuant to the Company Stock and (iii) $26,500,000 principal amount Plans, the Rights Agreement, pursuant to agreements or arrangements described in Section 3.03 of the Convertible Notes and $9,550,000 principal amount of outstanding obligations Disclosure Schedule or as set forth in respect of guarantees or loans advanced by News America Incorporated the Company SEC Reports ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyas defined herein), there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rightsnonassessable. Except as set forth in Section 3.3(c) 3.03 of the Company Disclosure LetterSchedule, 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paidpaid and nonassessable and, nonassessable and not subject to preemptive rights and except as set forth in Section 3.03 of the Disclosure Schedule, each such share owned by the Company or a 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 (collectivelywhatsoever, "LIENS")except where failure to own such shares free and clear would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 3.3 3.03 of the Company Disclosure Letter Schedule, there are no material outstanding material 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 that is not wholly owned or any other person, other than obligations arising in the ordinary course of business, obligations disclosed in the Company SEC Reports and guarantees by the Company or in of any other personindebtedness of any Company Subsidiary.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company Parent consists of (i) 100,000,000 7,500,000,000 shares of Company Parent Class A Common Stock, (ii) 7,500,000,000 shares of Parent Class A Special Common Stock, (iii) 75,000,000 shares of Parent Class B Common Stock and (iiiv) 100,000,000 20,000,000 shares of Preferred Stockpreferred stock, without par value $.01 per share (the "COMPANY PREFERRED STOCK")value. As of April 30February 10, 19992014, (iA) 37,846,789 2,504,774,708 and 2,139,313,958 shares of Company Parent Class A Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsrespectively, (iiB) 405,217 525,915,541 and 454,980,777 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Parent Class A Special Common Stock were issued and outstanding, respectively, (C) 9,444,375 shares of Parent Class B Common Stock were issued and outstanding, (D) 102,036,956 shares of Parent Class A Common Stock were subject to compensatory options to purchase shares of Parent Class A Common Stock (of which options to purchase an aggregate of 32,032,051 shares of Parent Class A Common Stock were exercisable), (E) 1,068,177 shares of Parent Class A Special Common Stock were subject to compensatory options to purchase shares of Parent Class A Special Common Stock (all of which options were validly issued and are fully paid, nonassessable and not subject to preemptive rightsexercisable), (iiiF) 4,550,333restricted stock units or deferred stock units that, 5,453,800 and 9,910,462 in either case, is settleable in shares of Company Parent Stock to acquire an aggregate of 26,335,032.95370 shares of Parent Class A Common Stock were reserved for issuance upon exercise issued and outstanding, (G) restricted stock units or deferred stock units that, in either case, is settleable in shares of Parent Stock to acquire an aggregate of 1,473 shares of Parent Class A Special Common Stock were issued and outstanding Company Stock Optionsand (H) no shares of preferred stock were issued or outstanding. All outstanding shares of capital stock of Parent have been, Company Warrants and all shares that may be issued pursuant to any equity compensation plan or convertible debentures arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. As of the date hereof, no Subsidiary or notes, respectivelyAffiliate of Parent owns any shares of capital stock of Parent or any Parent Securities. (b) Between April 30, 1999 and As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote on an as-converted basis (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. As of February 10, 2014, except as set forth in this AgreementSection 5.05, there are no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except issued, reserved for issuance or outstanding (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding capital stock or available for grant under the Company's Option Plan, other voting securities of or under agreements or arrangements set forth other ownership interests in Section 3.3(b) of the Company Disclosure LetterParent, (ii) Company Warrants to purchase an aggregate securities of 5,453,800 Parent convertible into or exchangeable for shares of Company Common Stock and capital stock or other voting securities of or other ownership interests in Parent, (iii) $26,500,000 principal amount warrants, calls, options or other rights to acquire from Parent or other obligation of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 Parent to issue, any shares of Company Common Stockcapital stock, respectively, there are no options, warrants, conversion rightsvoting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in Parent or (iv) restricted shares, stock appreciation rights, redemption performance units, contingent value rights, repurchase “phantom” stock or similar securities or rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of granted by Parent or its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the Company value or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell price of, any shares of capital stock of, of or other equity voting securities of or other ownership interests in, in Parent (the Company or any Company Subsidiaryitems in clauses (i) through (iv)being referred to collectively as the “Parent Securities”). Section 3.3(b) of the Company Disclosure Letter sets forth, as As of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letterhereof, there are no outstanding contractual obligations of the Company Parent or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities. As of the date hereof, neither Parent nor any of its Subsidiaries is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to the voting of any Parent Securities. (c) The shares of Company Parent Class A Common Stock or any capital stock of any Company Subsidiary. Except to be issued as set forth in Section 3.3(c) part of the Company Disclosure LetterMerger Consideration have been duly authorized and, each outstanding share when issued and delivered in accordance with the terms of capital stock of each Company Subsidiary is duly authorizedthis Agreement, will have been validly issued, issued and will be fully paid, paid and nonassessable and the issuance thereof is not subject to any preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personsimilar right.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 three hundred million (300,000,000) shares of Company Common Stock and Stock, par value $0.01 per share, (ii) 100,000,000 twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $.01 0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (the "COMPANY PREFERRED STOCK"“Excess Stock”). As of April 30the close of business on May 4, 19992021 (the “Company Capitalization Date”), (iA) 37,846,789 98,301,860 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Company Common Excess Stock were issued and outstanding, all . As of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsthe Company Capitalization Date, (ii1) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or have been, and all Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, and were not (or, in the case of Company Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Company. No 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. Section 3.3(b) controlled Affiliate of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom owns any Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestShares. (cb) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) 3.5(a), as of the Company Disclosure LetterCapitalization Date, there are no outstanding contractual (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligations of the Company to issue or pay cash valued by reference to, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”). As of the Company Capitalization Date, there are no binding obligations of the Company or any of the Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS")Securities. Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.3.6

Capitalization. (a) The authorized capital stock of the Company consists of 150,000,000 shares of common stock, par value $0.01 per share (i“Company Common Stock”) 100,000,000 and 8,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on October 19, 2010, (A) 88,635,606 shares of Company Common Stock and (iiother than treasury shares) 100,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30, 1999, (i) 37,846,789 shares of Company Common Stock were issued and outstanding, all of which (i) all were validly issued and are fully paid, nonassessable and not subject to free of preemptive rights, and (ii) 405,217 2,354,917 shares are Restricted Stock, (B) no shares of Series II Preferred Company Common Stock and 41,667 were held in the treasury of the Company or by the Company Subsidiaries or CPS, (C) 5,225,590 shares of Series III Preferred Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject available for issuance pursuant to preemptive rightsthe Company Stock Plans, (iiiD) 4,550,3338,199,523 shares of Company Common Stock were issuable upon exercise of Company Options outstanding as of such date, 5,453,800 and 9,910,462 (E) 729,167 shares of Company Common Stock were reserved for issuance and issuable upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notesoutstanding as of such date, respectively. and (bF) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options has obligations to purchase an aggregate of 4,550,333 issue up to 2,114,777 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) Stock. As of the Company Disclosure Letterdate hereof, (ii) Company Warrants to purchase an aggregate of 5,453,800 6,578,948 shares of Company Common Preferred Stock are designated as Series A Convertible Preferred Stock, of which 5,263,158 shares are issued and (iii) $26,500,000 principal amount of the Convertible Notes outstanding and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 into 21,052,632 shares of Company Common Stock, respectivelywhich shares of Company Common Stock were reserved for issuance and issuable upon conversion of the Preferred Stock in accordance with the Company Certificate. Except as set forth in this Section 3.2(a) or as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company, any Company Subsidiary or CPS is a party or by which the Company, any Company Subsidiary or CPS is bound relating to the issued or unissued capital stock or other Equity Interests of the Company or Company, any Company Subsidiary or CPS, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company or Company, any Company Subsidiary or CPS to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other equity interests Equity Interests in, the Company or Company, any Company SubsidiarySubsidiary or CPS. Since October 19, 2010, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance as set forth in this Section 3.3(b3.2(a) or Section 3.2(a) of the Company Disclosure Letter sets forthSchedule. (b) The Company has previously provided Parent with a true and complete list, as of the date hereof, of this Agreement(i) each outstanding Company Option, (w) the persons to whom number of shares of Company Common Stock Options have been granted or Company Warrantssubject thereto, Convertible Notes or News Notes have been issuedthe grant date, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding expiration date, the exercise price, the vesting schedule thereof, and the applicable conversion prices name of the holder thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (zii) whether such Company Stock Options are subject to vesting and, if subject to vestingeach outstanding share of Restricted Stock, the dates on which each grant date, the vesting schedule thereof, and the name of those Company Stock Options vest. (c) the holder thereof. All shares of Company Common Stock subject to issuanceissuance under the Company Stock Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to free of preemptive rights. Each Company Option and each Restricted Stock award has been granted pursuant to the Company’s form of stock option agreement and form of restricted stock award agreement, respectively, true and complete copies of which have been made available to Parent prior to the date hereof. (c) The Company has previously provided Parent with a true and complete list, as of the date hereof, of each outstanding Company Warrant, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All shares of Company Common Stock subject to issuance under the Company Warrants, upon issuance prior to the Effective Time on the terms and conditions specified in Company Warrants, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All outstanding Company Warrants have been granted pursuant to the warrant agreements identified on Section 3.2(c) of the Company Disclosure Schedule, true and complete copies of which have been provided to Parent prior to the date hereof. (d) Except as set forth in Section 3.3(c3.2(d) of the Company Disclosure LetterSchedule, there are no outstanding contractual obligations of the Company or Company, any Company Subsidiary to or CPS (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redeem redemption or otherwise acquire disposition of, or containing any right of first refusal with respect to, (D) requiring the registration for sale of, or (E) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or any capital stock of of, or other Equity Interests in, the Company, any Company SubsidiarySubsidiary or CPS. Except as set forth in Section 3.3(c3.2(d) of the Company Disclosure LetterSchedule, each outstanding share of capital stock of each Company Subsidiary and CPS is duly authorized, validly issued, fully paid, nonassessable and not subject to free of preemptive rights and each such share owned is owned, beneficially and of record, by the Company or a Company, another Company Subsidiary is or, in the case of CPS, by an officer of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or ’s, such other Company Subsidiary's ’s, or such officer’s voting rights, charges and other encumbrances of any nature whatsoever (collectively, "LIENS")whatsoever. Except as set forth in Section 3.3 of the Company Disclosure Letter there There are no outstanding material 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 that is not wholly owned or any other Person, other than guarantees by the Company of any indebtedness or in other obligations of any other personwholly-owned Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock and (ii) 100,000,000 1,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per share (the "COMPANY PREFERRED STOCKCompany Preferred Stock"). As of April 30November 2, 19991997, (i) 37,846,789 24,413,686 shares of Company Common Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive (or similar) rights, (ii) 405,217 7,338,764 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Company Common Stock were issued and outstanding, all held in the treasury of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsthe Company, (iii) 4,550,333, 5,453,800 and 9,910,462 an aggregate of 1,322,688 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by issued pursuant to the Company under the PLD Equity Compensation Plan Plans and (the "COMPANY'S OPTION PLAN"). Except for (iiv) Company Stock Options to purchase an aggregate of 4,550,333 7,616,003 shares of Company Common Stock outstanding were reserved for issuance and issuable upon or available for grant under otherwise deliverable in connection with the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) exercise of conversion rights of the Company Disclosure LetterConvertible Notes. Since November 2, (ii) Company Warrants 1997, no options to purchase an aggregate of 5,453,800 shares of Company Common Stock have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of Options or the conversion of Convertible Notes. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Except (i) as set forth above, (ii) as provided pursuant to Sections 6.13 and 6.14 and (iii) $26,500,000 principal amount for 200,000 aggregate common stock equivalents (the "Common Stock Equivalents") issued pursuant to the agreements set forth on Section 3.3 of the Convertible Notes Company Disclosure Schedule (provided that any inaccuracies in such Section 3.3 with respect to the Common Stock Equivalents which are not, individually or in the aggregate, material to the Offer and $9,550,000 principal amount the Merger shall not constitute a breach of this representation and warranty), true and complete copies of which have been provided to Purchaser, there are outstanding obligations or reserved for issuance (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (d) no equity equivalents, interests in respect the ownership or earnings of guarantees the Company or loans advanced by News America Incorporated other similar rights (collectively, "NEWS NOTESCompany Securities") convertible ). Section 3.3 of the Company Disclosure Schedule sets forth a true and complete list of the Options and the Common Stock Equivalents, indicating for 3,840,580 and 6,069,882 each Option or Common Stock Equivalent the holder thereof, the number of shares of Company Common Stock subject thereto, and the exercise price and expiration date thereof (provided that any inaccuracies in such list which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this representation and warranty). The conversion price for the Convertible Notes is $8.53466 per share of Company Common Stock. There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, respectivelyredeem or otherwise acquire any Company Securities. Except as set forth above, there are no options, warrantscalls, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating of its subsidiaries to which 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 Subsidiaryits subsidiaries is a party. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will and all Shares issued pursuant to Sections 6.13 and 6.14, shall be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to free of preemptive (or similar) rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary its subsidiaries to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) inin any subsidiary of the Company or any other entity which would be material to the Company or such subsidiary, any Company Subsidiary that as the case may be. Each of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries is not wholly duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Company or another wholly owned subsidiary of the Company and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever except where the failure to own such shares free and clear would not, individually or in the aggregate, have a Material Adverse Effect. The Company does not hold any capital stock or other equity interests, directly or indirectly, in any person other personthan its wholly-owned subsidiaries, a true and complete list of which subsidiaries is set forth in Section 3.3 of the Company Disclosure Schedule (provided that any inaccuracies in such list which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this representation and warranty).

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 60,000,000 shares of Company Common Stock Stock, and (ii) 100,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 .001 per share ("Preferred Stock" ), of which 600,000 are designated as Series A Junior Participating Preferred Stock (the "COMPANY PREFERRED STOCKSeries A Preferred Stock") and 4,400,000 are designated as the Series B Preferred Stock (the Series B Preferred Stock together with the Series A Preferred Stock and the Common Stock, the "Company Capital Stock"). As of April 30the close of business on September 28, 19992003, (i) 37,846,789 24,696,691 shares of Company Common Stock were issued and outstanding, all outstanding (excluding 1,895,426 shares of which were validly Common Stock issued and are fully paid, nonassessable and not subject to preemptive rightsheld in the treasury of the Company), (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III A Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 2,947,651 shares of Company Series B Preferred Stock were issued and outstanding, (iv) 1,895,426 shares of Common Stock and no shares of Preferred Stock were issued and held in the treasury of the Company, (v) 7,184,688 shares of Common Stock were reserved for issuance upon pursuant to outstanding Company Options, (vi) 1,277,183 shares of Common Stock were subject to issuance under Company Warrants and (vii) 114,539 shares of Common Stock were available for issuance in the purchase period ending October 31, 2003 under the Company ESPP. All of the outstanding shares of Company Capital Stock are, and all shares of Company Capital Stock which may be issued pursuant to the exercise of outstanding Company Stock Options, Options and Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. The rights, preferences and privileges of the Preferred Stock are as set forth in the Certificate of Incorporation of the Company and in the Certificate of Designation for each of the Series A Preferred Stock and Series B Preferred Stock. None of the outstanding securities of the Company has been issued in violation of any federal or convertible debentures or notes, respectivelystate securities laws. (b) Between April 30Except as set forth above, 1999 and as of the date of this Agreementhereof, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 there are no shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) capital stock of the Company Disclosure Letterauthorized, issued or outstanding, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no existing options, warrants, conversion calls, preemptive or similar rights, stock appreciation rightsbonds, redemption rightsdebentures, repurchase notes or other indebtedness having general voting rights or debt convertible into securities having such rights ("Voting Debt") or subscriptions or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 issue, transfer or sell or cause to be issued, transferred, sold or repurchased any options or shares of capital stock or Voting Debt of, or other equity interests interest in, the Company or any Company Subsidiary. Section 3.3(b) of securities convertible into or exchangeable for such shares or equity interests, or obligating the Company Disclosure Letter sets forthto grant, as of the date of this Agreementextend or enter into any such option, (w) the persons to whom Company Stock Options have been granted warrant, call, subscription or Company Warrantsother right, Convertible Notes agreement, arrangement or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person commitment and (ziii) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 Capital Stock, or any other capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 other entity. All of the outstanding capital stock of each subsidiary of the Company Subsidiary that is not wholly owned directly or indirectly by the Company and each such share owned by the Company or any of its subsidiaries, is free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, assessments, charges, adverse claims, rights of others or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever whether imposed by agreement, understanding, law or equity, or any conditional sale contract, title retention contract or other contract to give or refrain from giving any of the foregoing ("Encumbrances") and is validly issued, fully paid and nonassessable. There are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of such Company subsidiary to any person other than the Company. (c) There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the Company Capital Stock. (d) Following the Effective Time, no holder of Company Options or Company Warrants will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Company Options or Company Warrants. (e) Except as disclosed in Section 3.2(e) of the Company Disclosure Letter, no Indebtedness of the Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the ability of the Company to grant any lien on its properties or assets. As used in this Agreement, "Indebtedness" means (i) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other personindebtedness that is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations under financing leases, (iv) all obligations in respect of acceptances issued or created, (v) all liabilities secured by any lien on any property and (vi) all guarantee obligations.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Company Common Stock and (ii) 100,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 307, 19991997, (ia) 37,846,789 36,964,587 shares of Company Common Stock were issued and outstanding, all (b) 36,964,587 shares of which Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsCommon Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement, (iic) 405,217 Options to purchase an aggregate of 2,600,882 shares of Series II Preferred Common Stock and 41,667 were outstanding, 2,600,882 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options and 2,506,802 shares 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 attached to such Options, Company Warrants or convertible debentures or notes(d) 46,351 shares of Common Stock ("Restricted Stock") issued under the Company's 1989 Restricted Stock Plan were outstanding, respectively. (be) Between April 30, 1999 and the date 6,583,351 shares of this Agreement, no Company Common Stock Options have been granted were held by the Company in its treasury, and (f) no shares of Common Stock of the Company were held by the Company's Subsidiaries. Except for the Rights, the Company has no outstanding 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. Since January 1, 1997, the Company (i) has not issued any shares of Common Stock other than (w) upon the exercise of Options, (x) the issuance of 14,011 shares of Restricted Stock under the PLD Equity Compensation Company's 1989 Restricted Stock Plan, (y) the issuance of 14,602 shares of Common Stock under the Company's savings plan and the 1991 Employee Stock Purchase Plan and (z) pursuant to the terms of any compensation plan for the benefit of non-employee directors (the "COMPANY'S OPTION PLANDirectors Plans"). Except , representing in the aggregate, for the programs specified in clauses (iw), (x), (y) Company Stock and (z), no more than 33,753 shares of Common Stock, (ii) has granted Options to purchase an aggregate of 4,550,333 3,200 shares of Company Common Stock outstanding or available for grant under the Company's Stock Option PlanPlans, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount has not split, combined or reclassified any of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 its shares of capital stock of, or other equity interests in, the Company or any Company Subsidiarystock. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes All issued and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to free of preemptive rights. Except for the Rights and except as set forth in this Section 3.3(c) of 6.4 or in the Company Disclosure Letter, 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 of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its Subsidiaries. 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 any capital stock of the Company and, other than outstanding Options, awards under the Company's 1989 Restricted Stock Plan, purchase rights under the 1991 Employee Stock Purchase Plan, or rights under the Directors Plans, there are no awards outstanding under the Stock Option Plans or the Company's 1989 Restricted Stock Plan or any other outstanding stock-related awards. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any shares of capital stock of the Company or the Surviving Corporation pursuant to any Options or any Company SubsidiaryBenefit Plan. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 70,000,000 shares of the Company Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, $0.001 par value (the “Company Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"”). As of April 30November 11, 19992005, (ia) 37,846,789 48,578,719 shares of the Company Common Stock were are issued and outstanding, all of which were are validly issued issued, fully paid and are fully paid, nonassessable and not subject to free of preemptive rights, (iib) 405,217 no shares of Series II the Company Common Stock are held in the treasury of the Company, (c) 5,113,596 Company Options are outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one share of the Company Common Stock, and 1,164,383 shares of the Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Company Preferred Stock and 41,667 shares of Series III Preferred Stock were are issued and outstanding, all of which were validly (e) there are no warrants issued and are fully paid, nonassessable and not subject outstanding to preemptive rightspurchase shares of the Company Common Stock (the “Company Warrants”), (iiif) 4,550,333no shares of restricted stock of the Company are issued and outstanding, 5,453,800 and 9,910,462 (g) 189,156 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the Company’s Fifth Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”), and (h) 170,000 shares of Company Preferred Stock were designated Series A Preferred Stock, par value $0.001 per share, and were reserved for issuance upon exercise of the Company Rights pursuant to the Rights Plan. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of November 11, 2005, of the outstanding Company Stock Options, Options and Company Warrants or convertible debentures or notes, respectivelywith the exercise price of each such options and warrants. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements as set forth in Section 3.3(b) above, as of the Company Disclosure LetterNovember 11, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively2005, there are no options, warrants, conversion rightsconvertible or exchangeable securities, subscriptions, stock appreciation rights, redemption rights, repurchase rights phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character to which issued or authorized by the Company is a party or by which the any Company is bound Subsidiary relating to the issued or unissued capital stock or equity interest 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 or exchangeable securities, subscriptions or other equity interests in(collectively, “Stock Rights”) in the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of the Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rightsnonassessable. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) or equity interest of the Company Disclosure Letter, each outstanding share of capital stock of each (including any Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company Shares) or any Company Subsidiary or any Stock Rights 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. (c) Exhibit 21.1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 includes all the Subsidiaries of the Company (the “Company Subsidiaries”). All the outstanding shares of capital stock of, or other equity interests in, each such Company Subsidiary that is not wholly have been duly authorized and validly issued and are fully paid and nonassessable and are, except as set forth in such Exhibit 21.1, owned directly or indirectly by the Company Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or in nature whatsoever (collectively, “Liens”) and free of any other personrestriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than the Company Subsidiaries).

Capitalization. (a) The authorized capital stock of the Company B consists of (i) 100,000,000 60,000,000 shares of Company B Common Stock and (ii) 100,000,000 2,000,000 shares of Preferred Stock, par value $.01 per share share, which shares of Preferred Stock have been divided into (a) 1,979,993 shares of Preferred Stock, (b) 20,000 shares of Series A Junior Participating Cumulative Preferred Stock (the "COMPANY B SERIES A PREFERRED STOCK"), (c) four shares of B Series B Special Preferred Stock, (d) one share of B Series C Special Preferred Stock, (e) one share of B Series D Special Preferred Stock and (f) one share of B Series E Special Preferred Stock. As of April 30the close of business on December 18, 19992001, (i) 37,846,789 34,150,809 shares of Company B Common Stock were issued and outstandingStock, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 no shares of B Series II A Junior Participating Cumulative Preferred Stock, four shares of B Series B Special Preferred Stock, one share of B Series C Special Preferred Stock, one share of B Series D Special Preferred Stock and 41,667 shares one share of B Series III E Special Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of any series or class of capital stock of B were validly issued and are fully paid, nonassessable and not subject to preemptive rightsowned by B or held in the treasury of B, (iii) 4,550,333, 5,453,800 and 9,910,462 4,457,500 shares of Company B Common Stock were reserved for future issuance upon pursuant to the B Option Plans, options in respect of 3,033,000 shares of B Common Stock were outstanding and options in respect of 1,778,000 shares of B Common Stock were vested and exercisable at a weighted average exercise price of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN")$3.1526 per share. Except for (i) Company Stock Options these options granted pursuant to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's B Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyPlans, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary B, or obligating the Company or any Company Subsidiary B to issue issue, vote or sell any shares of capital stock of, or other equity interests in, B. The B 1996 Option Plans require that, at the Company or any Company Subsidiary. Section 3.3(b) Effective Time, each B Option issued under either of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes B 1996 Option Plans that is outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance unexercised immediately prior to the Effective Time shall terminate without any further liability on the part of B or the B Surviving Entity and without any further action on the part of any person. At the Effective Time, (i) the B 1994 Option Plan requires that each B Option issued under such B 1994 Option Plan that is outstanding and unexercised immediately prior to the Effective Time convert and adjust as provided in SECTION 2.05 hereof pursuant to the terms of such B 1994 Option Plan without any further action on the part of any person and (ii) no more than 50,000 shares of B Common Stock in the aggregate are, or will immediately prior to the B Effective Time be, issuable upon the exercise of all B Options issued pursuant to the B 1994 Option Plan that are outstanding and unexercised as of such time. All B Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rightsnonassessable. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there There are no outstanding contractual obligations of the Company or any Company Subsidiary B to repurchase, redeem or otherwise acquire any shares of Company Common Stock capital stock of B. Except for its ownership interests described in the B Disclosure Schedule, B does not beneficially own directly or indirectly and has not agreed to purchase or otherwise acquire, any of the capital stock of, or any interest convertible into or exchangeable or exercisable for, any of the capital stock of any Company Subsidiarycorporation, partnership, joint venture or other business association or entity. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there There are no material outstanding material contractual obligations of the Company or any Company Subsidiary B to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that person. B is not wholly owned by obligated to issue up to 1,685,380 shares 18 of B Common Stock pursuant to the Company or in any other personPilots Allocation Agreement, of which 518,910 have been issued as of the date hereof.

Capitalization. (a) The As of the date hereof and immediately prior to the completion of the transactions contemplated by Sections 6.3(f)(i), (ii) and (iii), the authorized capital stock of the Company ASC consists of (i) 115,500,000 shares of common stock, par value $0.01 per share, of which (1) 15,000,000 shares have been designated common stock, Class A, par value $0.01 per share (the "ASC Class A Common Stock"), and (2) 100,000,000 shares of Company have been designated ASC Common Stock and Stock, (ii) 100,000,000 500,000 shares of Serial Preferred Stock, par value $.01 0.01 per share, of which (1) 40,000 shares have been designated 10.5% Repriced Convertible Exchangeable Preferred Stock, liquidation value $1,000 per share (the "COMPANY PREFERRED STOCKASC Series A Preferred Stock"), and (2) 150,000 shares have been designated 8.5% Series B Convertible Participating Preferred Stock, liquidation value $1,000 per share (the "ASC Series B Preferred Stock"). As of April 30October 31, 19992000, (i) 37,846,789 15,708,633 shares of Company ASC Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; (iiiii) 405,217 100 shares of ASC Common Stock were held in the treasury of ASC or by the ASC Subsidiaries; (iv) 5,113,319 shares of ASC Common Stock were reserved for issuance upon exercise of outstanding ASC Stock Options; (v) 36,626 shares of ASC Series II A Preferred Stock were issued and 41,667 outstanding (which were convertible into 1,306,943 shares of ASC Common Stock), all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights; (vi) 150,000 shares of ASC Series III B Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; and (iiivii) 4,550,333, 5,453,800 and 9,910,462 14,760,530 shares of Company ASC Class A Common Stock were issued and outstanding (which were convertible into 14,760,530 shares of ASC Common Stock), all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights. Except as set forth above, as of October 31, 2000, no shares of capital stock or other voting securities of ASC were issued, reserved for issuance or outstanding and, since such date, no shares of capital stock or other voting securities or options in respect thereof have been issued except upon the exercise of ASC Stock Options outstanding Company on such date. Together, the ASC Common Stock, the ASC Class A Common Stock Options, Company Warrants or convertible debentures or notes, respectivelyand the ASC Preferred Stock are referred to in this Agreement as the "ASC Shares". (b) Between April 30As of October 31, 1999 and the date 2000, an aggregate of this Agreement, no Company 5,113,319 options to purchase shares of ASC Common Stock Options ("ASC Stock Options") have been granted by the Company ASC and are outstanding under the PLD Equity Compensation 1997 Stock Option Plan (as amended to date, the "COMPANY'S OPTION PLANASC Option Plan"). Except for Except (i) Company for the warrants and transactions described in Section 5.10(l), (ii) as set forth in Section 4.3(a), (iii) for ASC Stock Options to purchase an aggregate of 4,550,333 5,485,088 shares of Company ASC Common Stock outstanding or available for grant under the Company's ASC Option Plan, or under Plan and (iv) agreements or arrangements set forth in Section 3.3(b4.3(b) of the Company ASC Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, calls, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company ASC is a party or by which the Company ASC is bound relating to the issued or unissued capital stock of the Company ASC, Merger Sub or any Company ASC Subsidiary or obligating the Company ASC, Merger Sub or any Company ASC Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, or securities exchangeable for or convertible into the Company capital stock or other equity interest in ASC, Merger Sub or any Company ASC Subsidiary. Section 3.3(b4.3(b) of the Company ASC Disclosure Letter accurately and completely sets forth, as of the date of this Agreement, (wx) the persons to whom Company ASC Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereofgranted, (y) the exercise prices price for the Company ASC Stock Options and Company Warrants held by each such person and (z) whether such Company ASC Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company ASC Stock Options vest. (c) All shares of Company ASC Common Stock issued are, and all shares of ASC Common Stock subject to issuanceissuance will be, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c4.3(c) of the Company ASC Disclosure Letter, (i) there are no outstanding contractual obligations of the Company ASC, Merger Sub or any Company ASC Subsidiary to repurchase, redeem or otherwise acquire any shares of Company ASC Common Stock or any capital stock of Merger Sub or any Company ASC Subsidiary. Except as set forth in Section 3.3(c; (ii) of the Company Disclosure Letter, each outstanding share of capital stock of each Company ASC Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company ASC or a Company an ASC 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 Liens; and other encumbrances of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter iii) there are no outstanding material contractual obligations of the Company ASC, Merger Sub or any Company ASC Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company ASC Subsidiary that is not wholly owned by the Company ASC or in any other person. (d) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share (the "Sub Common Stock"). All of the issued and outstanding shares of Sub Common Stock are owned directly by ASC and are duly authorized, validly issued, fully paid and nonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Company Class A Common Stock, (ii) two (2) shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), (iii) 999,999 shares of Class C Common Stock and (iiiv) 100,000,000 25,000,000 shares of Company Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")of which 51,500 of such shares are designated as Series A Preferred Stock. As of April 30July 25, 19992009, (i) 37,846,789 67,121,668 shares of Company Class A Common Stock, one (1) share of Class B Common Stock and 115,062 shares of Class C Common Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive rights, (ii) 405,217 51,500 shares of Series II Preferred Stock and 41,667 shares of Series III Company Preferred Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 an aggregate of 9,765,825 shares of Company Class A Common Stock were reserved for issuance upon subject to or otherwise deliverable in connection with outstanding equity-based awards or the exercise of outstanding Company Options issued pursuant to the Company’s 2007 Omnibus Incentive Compensation Plan, as amended through the date hereof (the “Company Stock OptionsPlan”), (iv) 1,571,318 shares of Class A Common Stock were authorized and reserved for future issuance pursuant to the Company Warrants or convertible debentures or notesStock Plan and (v) 39,161 shares of Class A Common Stock were held in treasury of the Company. From the close of business on July 25, respectively. (b) Between April 30, 1999 and 2009 until the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 Preferred Stock have been granted and no shares of Company Common Stock and (iii) $26,500,000 principal amount of or Company Preferred Stock have been issued, except for shares issued pursuant to the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares exercise of Company Common Options or pursuant to previously granted Company Stock-Based Awards, respectivelyin each case, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 Subsidiaryin accordance with their terms. Section 3.3(b) of the Company Disclosure Letter sets forthExcept as set forth above, as of the date of this Agreement, (wA) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual or authorized (I) shares of capital stock or other voting securities of the Company, (II) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (III) options, warrants or other rights to acquire from the Company or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its subsidiaries (collectively, “Company Securities”), (B) there are no outstanding obligations of the Company or any Company Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock Securities or to pay any capital stock of dividend or make any Company Subsidiary. Except as set forth other distribution in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company respect thereof or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 person and (C) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company Subsidiary that or any of its subsidiaries to which the Company or any of its subsidiaries is not wholly a party. Each of the outstanding shares of capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive rights, and all such shares are owned by the Company or another wholly-owned subsidiary of the Company and are owned free and clear of all security interests, liens, adverse claims, pledges, limitations in voting rights, charges or other encumbrances (other than limitations on transfer under applicable Law). None of the Company’s subsidiaries owns any Company Shares. The Company and its subsidiaries do not own an equity interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership or entity or any participating interest in the revenues or profits of any person, other than in each of their subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote on any matter on which stockholders may vote are issued or outstanding. All Company Shares are uncertificated and represented by book-entry. (b) All subsidiaries of the Company, their respective jurisdictions of organization, their respective forms of organization and the holders of their respective outstanding capital stock or other equity interests are identified in Section 3.3(b) of the Company Disclosure Schedule.

Capitalization. (a) The authorized capital stock of the Company Comcast consists of (i) 100,000,000 200,000,000 shares of Company Comcast Class A Common Stock, (ii) 50,000,000 shares of Comcast Class B Common Stock, (iii) 2,500,000,000 shares of Comcast Class A Special Common Stock and (iiiv) 100,000,000 20,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")preferred stock. As of April 30the close of business on October 31, 19992001, there were outstanding (1) 21,829,422 shares of Comcast Class A Common Stock, (i2) 37,846,789 9,444,375 shares of Company Comcast Class B Common Stock, (3) 913,741,189 shares of Comcast Class A Special Common Stock were (inclusive of shares issued pursuant to the Comcast Employee Stock Purchase Plan and outstanding, exclusive of all shares of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsrestricted stock granted under any compensatory plan or arrangements), (ii4) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options options to purchase an aggregate of 4,550,333 55,779,734 shares of Company Comcast Class A Special Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) (of the Company Disclosure Letter, (ii) Company Warrants which options to purchase an aggregate of 5,453,800 16,853,169 shares of Company Comcast Class A Special Common Stock and were exercisable), (iii5) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stockphantom shares, respectively, there are no options, warrants, conversion rightsstock units, stock appreciation rights, redemption rights, repurchase rights other stock-based awards or other rightsdeferred stock awards issued under any stock option, agreementscompensation or deferred compensation plan or arrangement with respect to an aggregate of 6,793,483 shares of Comcast Class A Special Common Stock and (6) no shares of preferred stock. As of October 31, arrangements 2001, no shares of Comcast Common Stock were held in trust or commitments of any character to which the Company is a party or by which the Company is bound 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 in treasury. All outstanding shares of capital stock ofof Comcast have been, and all shares that may be issued pursuant to any compensatory plan or other equity interests inarrangement will be, when issued in accordance with the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices respective terms thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personnonassessable.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company NMB consists of (ia) 100,000,000 10,000,000 shares of Company Common Stock and (ii) 100,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30which, 1999as of October 31, 2002 (i) 37,846,789 1,648,157 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 610,034 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsreserved for issuance under NMB's stock plans, (iii) 4,550,333, 5,453,800 and 9,910,462 245,227 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company warrants; (iv) 1,491,570 shares were reserved for issuance upon conversion of NMB's Series A Noncumulative Perpetual Convertible Preferred Stock Options(the "SERIES A PREFERRED") which was outstanding on October 31, Company Warrants or convertible debentures or notes2002; (v) 178,200 shares were reserved for issuance upon conversion of Series A Preferred which may be issued upon exercise of outstanding warrants: (vi) 152,664 shares were reserved for issuance upon conversion of NMB's Series B Convertible Perpetual Preferred Stock (the "SERIES B PREFERRED"); and (vii) 746,000 shares were reserved for issuance in exchange for Series A Preferred Stock of South Bay Bank, respectively. N.A. ("SOUTH BAY BANK PREFERRED") and (b) Between April 30, 1999 and the date 1,000,000 shares of this Agreement, no Company Preferred Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate 990,000 of 4,550,333 which have been designated Series A Preferred, of which, as of October 31, 2002, (A) 745,785 shares were issued and outstanding, and (B) 89,100 shares were reserved for issuance upon exercise of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, warrants; and (ii) Company Warrants to purchase an aggregate 1,000 of 5,453,800 shares which have been designated as Series B Preferred, all of Company Common Stock which are issued and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there outstanding. There are no outstanding options, warrants, conversion rightsrights to subscribe to purchase from the Company, or securities or rights convertible into, exercisable for or exchangeable for any capital stock appreciation rightsof the Company, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or arrangement by which the Company is or may become bound 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 additional shares of capital stock of, or other equity interests in, except (i) with respect to the Company or any Company Subsidiary. Section 3.3(bshares of Common Stock and Preferred Stock described in the preceding sentence; (ii) additional shares of Common Stock which may be issuable upon conversion of the Company Disclosure Letter sets forth, Series B Preferred as the liquidation amount of the date Series B Preferred increases; (iii) additional shares of this Agreement, (w) the persons to whom Company Common Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices which may be issuable in exchange for the Company Stock Options and Company Warrants held by each such person South Bay Bank Preferred as a result of changes in the fully diluted book value of the Company; and (ziv) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time which may be issuable in certain circumstances if dividends are not paid on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personSouth Bay Bank Preferred.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 898,203,200 shares of Company Common Stock and (ii) 100,000,000 534,145,027 shares of Company Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30, 1999the date hereof, (i) 37,846,789 120,746,694 shares of Company Class A Common Stock were issued and outstanding, all including 592,442 shares subject to Company Restricted Stock Awards (with zero (0) additional shares of which were validly Company Class A Common Stock issued and are fully paid, nonassessable held in the treasury of the Company and not subject 6,804,539 shares of Company Class A Common Stock reserved for future issuance pursuant to preemptive rights, the Company Stock Plan); (ii) 405,217 24,989,397 shares of Series II Preferred Stock and 41,667 Company Class B Common Stock, which are convertible into 26,179,367 shares of Series III Preferred Stock Company Class A Common Stock, were issued and outstanding, all none of which were validly are subject to Company Restricted Stock Awards (with an additional zero (0) shares of Company Class B Common Stock issued and are fully paid, nonassessable held in the treasury of the Company and not subject zero (0) shares of Company Class B Common Stock reserved for future issuance pursuant to preemptive rights, the Company Stock Plan); (iii) 4,550,333, 5,453,800 and 9,910,462 85,000,000 shares of Company Series A Preferred Stock, which are convertible into 85,000,000 shares of Company Class A Common Stock, were issued and outstanding; (iv) 309,256,591 shares of Company Series B Preferred Stock, which are convertible into 309,256,591 shares of Company Class A Common Stock, were issued and outstanding; (v) 63,144,600 shares of Company Series C Preferred Stock, which are convertible into 63,144,600 shares of Company Class A Common Stock, were issued and outstanding; and (vi) 76,743,836 shares of Company Series D Preferred Stock, which are convertible into 76,743,836 shares of Company Class A Common Stock, were issued and outstanding, in each case duly authorized and validly issued, fully paid and non-assessable. As of the date hereof, 96,320,592 shares of Company Class A Common Stock were reserved for issuance upon exercise of are subject to outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 30,343,670 shares of Company Class A Common Stock are subject to outstanding Company RSU Awards. With respect to Company Equity Awards, the foregoing assumes 100% achievement of all applicable performance criteria. Except as set forth in this Section 4.02 or available for grant under the Company's Option Plan, or under agreements or arrangements as set forth in Section 3.3(b4.02(a) of the Company Disclosure Letter, there are no authorized, issued, reserved for issuance or outstanding (i) shares of capital stock, voting securities or other equity interests of the Company; (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stockoptions, respectively, there are no optionscalls, warrants, conversion rightsconvertible debt, stock appreciation rights, redemption rights, repurchase rights other convertible or other exchangeable instruments or rights, agreements, arrangements or commitments of any character to which the Company is a party made or issued by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or of its Subsidiaries obligating the Company or any Company Subsidiary of its Subsidiaries to issue issue, deliver or sell any shares of capital stock ofstock, voting securities or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.its Subsidiaries; or

Capitalization. (a) The authorized capital stock of the Company consists consists, as of September 30, 1997, of: (ia) 100,000,000 40,000,000 shares of Company Common Stock Stock, of which 11,675,436 shares are issued and 11,406,162 shares are outstanding; and (iib) 100,000,000 1,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")of which 15,000 shares have been designated as Series A Preferred Stock, 5,000 shares have been designated as Series B Preferred Stock and 150,000 shares have been designated as Series C Preferred Stock, with 13,845 shares of Series A Preferred Stock, 4,295 shares of Series B Preferred Stock and 123,172 shares of Series C Preferred Stock being issued and outstanding. As of April September 30, 19991997, (i) 37,846,789 2,022,573 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon the exercise of Options outstanding under the Company Stock OptionsOption Plans, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 500,000 shares of Company Common Stock outstanding or available were reserved for grant issuance under the Company's 1996 Employee Stock Purchase Plan and 100,000 shares of Common Stock were reserved for issuance under the Company's 401(k) Plan; (ii) 9,088,300 shares of Common Stock were reserved for purposes of effecting conversions of Preferred Stock into Common Stock; (iii) 4,285,714 shares of Common Stock were reserved for purposes of effecting conversions of the Company's Convertible Junior Subordinated Debentures due February 1, 2012 (the "Convertible Debentures") into Common Stock; and (iv) 961,238 shares were issuable (and were reserved for issuance) upon the exercise of outstanding warrants and options other than those referred to in clauses (i) and (ii) above. In addition, Common Stock has been reserved for issuance in payment of interest on Convertible Debentures and dividends on Series C Preferred Stock. As of the date hereof, there are no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company's stockholders may vote issued or outstanding. Since June 30, 1997, no shares of Capital Stock have been issued, except for shares of Common Stock issued upon the exercise of options granted under the Company's Stock Option PlanPlans, shares of Common Stock issued pursuant to the Company's Employee Stock Purchase Plan or under agreements or arrangements 401(k) Plan and shares of Common Stock issued upon conversion of Preferred Stock and in payment of interest on Preferred Stock and the Convertible Debentures. Other than as set forth above, except as set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelySchedule 3.3, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 issue, deliver or sell any shares of capital stock of, or other equity interests ininterests, in the Company or any Company Subsidiary. Section 3.3(b) Set forth on Schedule 3.3 is a list of all options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company Disclosure Letter sets forthor any Company Subsidiary granted by the Company or any Company Subsidiary since June 30, 1997. Except as set forth in Schedule 3.3, there are no outstanding contractual obligations of the date Company to repurchase, redeem or otherwise acquire any shares of this Agreement, (w) its capital stock. All of the persons to whom Company issued and outstanding shares of Capital Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes duly authorized and News Notes outstanding validly issued and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options are fully paid and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) Schedule 3.3, all of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary that is a corporation have been duly authorizedauthorized and validly issued and are fully paid and nonassessable, and all of the partnership interests of each Company Subsidiary that is a partnership have been duly authorized and validly issuedissued and, except pursuant to provisions of the applicable partnership agreement, are fully paid. With respect to each Company Subsidiary that is a partnership, nonassessable all of the partnership interests owned by the Company, and not subject with respect to preemptive rights and each such share Company Subsidiary that is a corporation, all of the outstanding shares of capital stock owned by the Company, are owned by the Company or a Company Subsidiary is free and clear of all any liens, security interests, lienspledges, agreements, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's charges or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever (collectively, the "LIENSEncumbrances"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Company Common Stock and (ii) 100,000,000 shares of Preferred Stockpreferred stock of the Company, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK"“Company Preferred Stock”). As of April 30November 18, 19992019, there were outstanding (i) 37,846,789 540,558,193 shares of Company Common Stock (none of which is subject to vesting conditions or is treasury stock or is owned by the Company or any of its Subsidiaries (other than any Fiduciary Shares)), (ii) no shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 503,247 shares of Company Common Stock (of which options to purchase an aggregate of 377,435 shares of Company Common Stock were issued exercisable and outstanding125,812 were incentive stock options), all (iv) 1,949,736 shares of which Company Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsoutstanding Company RSU Awards, (iiv) 405,217 934,037 shares of Series II Preferred Company Common Stock and 41,667 were subject to outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, (vi) 195,588 shares of Series III Preferred Company Common Stock were issued issuable in respect of Company Director RSU Awards, and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iiivii) 4,550,333, 5,453,800 and 9,910,462 4,412,099 additional shares of Company Common Stock were reserved for issuance upon pursuant to the Company Stock Plans. Except as set forth in this ‎Section 4.05(a) and for changes since November 18, 2019 resulting from (A) the exercise of outstanding Company Stock OptionsOptions outstanding on such date or issued after such date, (B) the vesting and settlement of any Company Warrants RSU Awards and Company PSU Awards, and (C) the issuance of Company Equity Awards, in each case as and to the extent permitted by ‎Section 6.01, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of, or other ownership interest in, the Company, (ii) securities of the Company or any of its Subsidiaries convertible debentures into or notesexchangeable for shares of capital stock or other voting securities of, respectivelyor other ownership interests in, the Company, (iii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for capital stock or other voting securities of, or other ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). (b) Between April 30, 1999 and the date All outstanding shares of this Agreement, no Company Stock Options have been granted by capital stock of the Company under have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the PLD Equity Compensation Plan respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company (other than any such shares owned by Subsidiaries of the "COMPANY'S OPTION PLAN"Company that are Fiduciary Shares). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b‎Section 4.05(b) of the Company Disclosure LetterSchedule sets forth a true and complete list of all outstanding Company Equity Awards as of November 18, (ii) Company Warrants 2019, including with respect to purchase an aggregate each such equity award, the holder, date of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount grant, vesting schedule, whether the award provides for accelerated vesting upon the consummation of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced transactions contemplated by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting andperformance conditions, if subject to vesting, the dates on which each number of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuancesuch award (assuming maximum performance levels were achieved, upon issuance if applicable), the amount of any accrued but unpaid dividend equivalent rights relating to such award and, for Company Stock Options, the applicable exercise price, expiration date and whether it is an incentive stock option. Five (5) Business Days prior to the Effective Time on Closing Date, the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(cCompany shall provide Parent with a revised version of ‎Section 4.05(b) of the Company Disclosure LetterSchedule, there updated as of such date. There are no outstanding contractual 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. There are no outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares Company Securities. Neither the Company nor any of Company Common Stock or its Subsidiaries is a party to any capital stock agreement with respect to the voting of any Company Subsidiary. Except as set forth in Section 3.3(cSecurities. (c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, There are no shareholders agreements, limitations on the Company's voting trusts, registration rights agreements or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of similar agreements or understandings to which 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 that is not wholly owned by the Company is a party with respect to the capital stock or in any other personequity interests of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of the Company Common Stock Stock, par value $0.001 per share, and (ii) 100,000,000 15,000,000 shares of Preferred Stock, par value $.01 0.001 per share (the "COMPANY PREFERRED STOCK")share. As of April 30July 19, 19992002, (i) 37,846,789 15,196,923 shares of the Company Common Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to preemptive rightsnonassessable, (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Company Preferred Stock were issued and or outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; (iii) 4,550,333no shares of the Company Capital Stock were held by any Subsidiaries of the Company, 5,453,800 (iv) 229,843 shares of the Company Common Stock were reserved and 9,910,462 available for future issuance under the Company ESPP, (v) 4,142,957 shares of Company Common Stock were reserved and available for issuance upon the exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (bvi) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 686,832 shares of Company Common Stock outstanding or were reserved and available for grant under issuance upon the Company's Option Planredemption of (A) all then outstanding shares of Company Exchangeable Preferred Stock, or under agreements or arrangements and (B) all shares of Company Exchangeable Preferred Stock issuable pursuant to the Contract set forth in Section 3.3(b3.3(a) of the Company Disclosure LetterSchedule, and (iivii) Company Warrants to purchase an aggregate of 5,453,800 57,500 shares of Company Common Exchangeable Preferred Stock were reserved and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible available for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating issuance pursuant 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. Contract set forth in Section 3.3(b3.3(a) of the Company Disclosure Letter sets forthSchedule. Other than as set forth in this Section 3.3(a), as of the date of this Agreementhereof, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting andhas no other securities authorized, if subject to vestingreserved for issuance, the dates on which each of those Company Stock Options vest. (c) issued or outstanding. All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under instrument pursuant to which they are issuable, will would be duly authorized, validly issued, fully paidpaid and nonassessable shares of Company Common Stock. All outstanding shares of Company Capital Stock, nonassessable all outstanding Company Options, and will not be all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. (b) Section 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date hereof: (i) the name and address of the optionee; (ii) the number of shares of the Company Common Stock subject to preemptive rightssuch Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the applicable vesting schedule, including the vesting commencement date; (vi) the date on which such Company Option expires; and (vii) whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration. The Company has delivered to Parent a complete and accurate copy of all stock option plans pursuant to which the Company has granted Company Options that are currently outstanding and the form of all stock option agreements evidencing such Company Options. (c) Except for (i) securities the Company owns free and clear of all Liens (other than Liens for Taxes not yet due and payable) directly or indirectly through one or more Subsidiaries, (ii) shares of capital stock or other similar ownership interests of Subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such Subsidiaries (which shares or other interests do not materially affect the Company’s control of such Subsidiaries), and (iii) shares of Company Exchangeable Preferred Stock, as of the date hereof, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any Subsidiary of the Company, or any security convertible into, or exercisable or exchangeable for, such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.3(c3.3(a) hereof, as of the Company Disclosure Letterdate hereof, there are no outstanding contractual obligations subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its Subsidiaries or obligating the Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any Company Subsidiarysuch subscription, option, warrant, equity security, call, right or other Contract. Except as set forth in Section 3.3(c) of the Company Disclosure Lettercontemplated by this Agreement, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive there are no registration rights and each such share owned by there is, except for the Tender and Voting Agreements, no voting trust, proxy, rights plan, anti-takeover plan or other Contract currently in effect to which the Company or any of its Subsidiaries is a Company Subsidiary is free and clear of all party or by which they are bound with respect to any equity 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations class of the Company or with respect to any Company Subsidiary to provide funds toequity security, partnership interest or make similar ownership interest of any investment (in the form class of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other personof its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock Stock, and (ii) 100,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value value, $.01 .001 per share (the "COMPANY PREFERRED STOCKPreferred Stock"). As of April September 30, 19992003, (i) 37,846,789 50,140,921 shares of Company Common Stock were are issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 4,505,866 shares of Company Common Stock were are reserved for issuance upon exercise of outstanding options granted pursuant to the Company's 1993 Equity Incentive Plan (the "1993 Plan"); (iii) 473,330 shares of Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1995 Non-Employee Director's Stock Option Plan (the "Directors Plan"); (iv) 14,767,653 shares of the Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 Non-Officer Equity Incentive Plan (the "1996 Plan"); (v) 31,136 shares of the Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 Relevance Technologies Inc. Stock Plan (the "Relevance Plan"); (vi) 799,526 shares of Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 eRoom Technology, Inc. Stock Plan (the "eRoom Plan"); (vii) 2,419,148 shares of Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's Employee Stock Purchase Plan (the "ESPP" and, together with the 1993 Plan, the 1995 Plan, the 1996 Plan, the Relevance Plan and the eRoom Plan, the "Company Stock Options, Plans"); (viii) no shares of Company Warrants or convertible debentures or notes, respectively. Common Stock are issued and held in the treasury of the Company; and (bix) no shares of Preferred Stock are issued and outstanding. Between April June 30, 1999 2003 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan has not issued any securities (the "COMPANY'S OPTION PLAN"). Except including derivative securities) except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock issued upon exercise of stock options outstanding or available for grant purchase rights under the ESPP prior to June 30, 2003. (b) Section 3.3(b) of the Disclosure Schedule sets forth a true, complete and correct list of all persons who, as of October 9, 2003 held outstanding options to purchase shares of Company Common Stock (the "Company Stock Options") under the Company Stock Plans other than the ESPP, indicating, with respect to each Company Stock Option then outstanding, the number of shares of Company Common Stock subject to such Company Stock Option, the relationship of the holder of such Company Stock Option to the Company's , and the exercise price, date of grant, vesting schedule and expiration date thereof, including the extent to which any vesting had occurred as of the date of this Agreement and whether (and to what extent) the vesting of such Company Stock Option Planwill be accelerated in any way by the consummation of the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger. The Company has made available to Parent true, complete and correct copies of all Company Stock Plans and the forms of all stock option agreements evidencing outstanding Company Stock Options. No consent of any holder of Company Stock Options is required in connection with the assumption thereof by Parent in accordance with the provisions of Section 6.10. (c) Except as described in Section 3.3(a) of this Agreement or under agreements or arrangements as set forth in Section 3.3(b) of the Company Disclosure LetterSchedule, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company of its Subsidiaries or any Company Subsidiary to issue security convertible or sell any shares of exchangeable into or exercisable for such capital stock ofstock, is issued, reserved for issuance or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, outstanding as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as described in Section 3.3(a) of this Agreement or as set forth in Section 3.3(c3.3(b) of the Company Disclosure LetterSchedule, there are no outstanding contractual obligations options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries 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 of the Company or any of its Subsidiaries or obligating the Company Subsidiary or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary of its Subsidiaries or to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) inin any such Subsidiary or any other entity. There are no registration rights or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company Subsidiary that or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any such Subsidiary. (d) All outstanding shares of the Company's capital stock are, and all shares of Company Common Stock reserved for issuance as specified above shall be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the GCL, the Company Charter or the Company By-Laws or any agreement to which the Company is not wholly a party or otherwise bound. None of the outstanding shares of the Company's capital stock have been issued in violation of any federal or state securities laws. No material change in the Company's capitalization has occurred since December 31, 2002. All of the outstanding shares of capital stock of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by the Company or a Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any other personnature whatsoever (collectively, "Liens"). There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. (e) The Company Common Stock constitutes the only class of securities of the Company or its Subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 one hundred sixty million (160,000,000) shares of Company Series A Common Stock and Stock, par value $0.01 per share, (ii) 100,000,000 six million (6,000,000) shares of Company Series B Common Stock, par value $0.01 per share, (iii) one hundred sixty million (160,000,000) shares of Company Series C Common Stock, par value $0.01 per share and (iv) fifty million (50,000,000) shares of Company Preferred Stock, par value $.01 0.01 per share share, issuable in series. No other shares of capital stock of, or other equity or voting interests in, the Company are authorized. (the "COMPANY PREFERRED STOCK"). b) As of the close of business on April 305, 19992019, (i) 37,846,789 54,496,831 shares of Company Series A Common Stock were issued and outstanding (including 14,369 shares of Company Restricted Stock), (ii) 2,830,174 shares of Company Series B Common Stock were issued and outstanding, all (iii) no shares of which Company Series C Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsoutstanding, (iiiv) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Company Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iiiv) 4,550,333, 5,453,800 and 9,910,462 no shares of Company Common Stock were held in treasury by the Company or owned by its Subsidiaries, (vi) 1,155,946 shares of Company Series A Common Stock and 658,620 shares of Company Series B Common Stock, in each case, were reserved for issuance pursuant to Company Stock Plans, (vii) 956,575 shares of Company Series A Common Stock and 658,620 shares of Company Series B Common Stock, in each case, were reserved for issuance upon the exercise of outstanding unexercised Company Stock Options, (viii) 11,996 shares of Company Warrants Series A Common Stock were underlying outstanding Company RSU Awards and no shares of Company Series B Common Stock were underlying outstanding Company RSU Awards, and (ix) no other shares of Company Capital Stock of, or convertible debentures other equity interests in, the Company were issued, reserved for issuance or notesoutstanding. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, respectively. (b) Between April 30, 1999 and the date of this are fully paid and non-assessable and were issued in compliance with applicable securities Laws. Except as provided by any Collective Agreement, there are no Company Stock Options have been preemptive or similar rights granted by the Company under or any Subsidiary of the PLD Equity Compensation Plan (Company to any holders of any class of securities of the "COMPANY'S OPTION PLAN")Company or any Subsidiary of the Company. Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements as set forth in Section 3.3(b3.2(b) of the Company Disclosure Letter, (ii) no shares of the Company Warrants are owned by any Subsidiary of the Company. From the close of business on April 5, 2019 through the date of this Agreement, there have been no issuances, repurchases or redemptions by the Company of shares of Company Capital Stock or other equity interests in the Company or issuances of options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to purchase an aggregate acquire shares of 5,453,800 Company Capital Stock or other equity interests in the Company or other rights that give the holder thereof any economic or voting interest of a nature accruing to the holders of shares of Company Capital Stock or other equity interests in the Company, other than the issuance of Company Common Stock and (iii) $26,500,000 principal amount upon the exercise of Company Stock Options or the settlement of Company RSU Awards, in each case outstanding as of the Convertible Notes close of business on April 5, 2019 and $9,550,000 principal amount in accordance with the terms thereof. (c) Neither the Company nor any Subsidiary of the Company has outstanding any 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 Company Stockholders or the stockholders of any such Subsidiary on any matter (“Voting Company Debt”). As of the close of business on April 5, 2019, 702,500 SARs were outstanding. (d) Except as set forth in respect Section 3.2(b) above, on Section 3.2(d) of guarantees the Company Disclosure Letter or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of pursuant to any Collective Agreement, other than the Company Common Stock, respectivelyEquity Awards, there are no not, as of the date of this Agreement, any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsrestricted stock units, repurchase rights or other rightsstock-based performance units, agreementscommitments, Contracts, arrangements or commitments undertakings of any character kind to which the Company or any of its Subsidiaries is a party or by which the Company any of them is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or (i) obligating the Company or any Company Subsidiary of its Subsidiaries to issue issue, deliver or sell any or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity interests in, or any security convertible into or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any of its Subsidiaries or any Voting Company Subsidiary. Section 3.3(bDebt, (ii) of obligating the Company Disclosure Letter sets forthor any of its Subsidiaries to issue, as grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock, or other equity interests in the Company. As of the date of this Agreement, (w) the persons except pursuant to whom Company Stock Options have been granted any Collective Agreement or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in on Section 3.3(c3.2(d) of the Company Disclosure Letter, 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary of its Subsidiaries. Except pursuant to provide funds toany Collective Agreement, there are no proxies, voting trusts or make any investment (in the form of a loan, capital contribution other agreements or otherwise) in, any Company Subsidiary that is not wholly owned by understandings to which the Company or any of its Subsidiaries is a party or is bound with respect to the voting of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries. (e) The Company is not party to any “poison pill” rights plan or similar plan or agreement relating to any shares of Company Capital Stock or other equity interests of the Company. (f) No event or circumstance has occurred that has resulted or will result, pursuant to the terms of the Exchangeable Debentures Indenture, in (i) an adjustment to the number of Reference Shares (as defined in the Exchangeable Debentures Indenture) attributable to each Debenture (as defined in the Exchangeable Debentures Indenture) from 5.1566 shares of Parent Common Stock, (ii) in a Reference Share being anything other than one (1) share of Parent Common Stock or (iii) in the Adjusted Principal Amount (as defined in the Exchangeable Debentures Indenture) not being equal to the Original Principal Amount (as defined in the Exchangeable Debentures Indenture), in each case other than any such event or circumstance that primarily results from (A) actions taken by Parent or any of its Affiliates after the date hereof or (B) actions required by the terms of this Agreement and the other personTransaction Documents. The aggregate outstanding principal amount of the Exchangeable Debentures is $400,000,000. (g) As of the close of business on April 5, 2019, the outstanding unexercised Company Stock Options had a weighted average exercise price of $31.25. As of the close of business on April 5, 2019, the outstanding unexercised SARs had a weighted average exercise price of $3.24.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock common stock of the Company, par value $0.01 per share, and (ii) 100,000,000 10,000,000 shares of Preferred Stock, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK"“Company Preferred Stock”). As of April 3022, 19992010, there were outstanding (A) 32,930,645 shares of Common Stock (including 6,183,121 Company Exchangeable Shares), (iB) 37,846,789 one share of Company Preferred Stock, consisting of one share of the Company Special Voting Preferred Stock, (C) employee stock options to purchase an aggregate of 443,549 shares of Company Common Stock were issued and outstanding, all (of which options to purchase an aggregate of 268,549 shares of Common Stock were exercisable), (D) 17,631,583 Company Restricted Stock Units which provide the holders thereof the right to receive up to an aggregate of 17,631,583 shares of Company Common Stock (of which Restricted Stock Units, an aggregate of 4,123,285 were vested), and (E) a warrant to purchase 486,486 shares of Company Common Stock at a price equal to $15.00 per share. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid, nonassessable paid and not subject to preemptive rights, (ii) 405,217 nonassessable. No Subsidiary of the Company and no Affiliate of the Company owns any shares of Series II Preferred Stock capital stock of the Company. Section 5.05(a) of the Company Disclosure Schedule contains a complete and 41,667 shares correct list of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iiix) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of each outstanding Company Stock OptionsOption, including with respect to each such option the holder, date of grant, exercise price, vesting schedule and number of shares of Common Stock subject thereto and (y) all outstanding Company Warrants or convertible debentures or notesRestricted Stock Units, respectivelyincluding with respect to each such share the holder, date of grant and vesting schedule. (b) Between April 30There are outstanding no bonds, 1999 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 in this Section 5.05 and the date Company SEC Documents and for changes since April 22, 2010 resulting from the exercise of this Agreementemployee stock options outstanding on such date, there are no Company Stock Options have been granted by issued, reserved for issuance or outstanding, or obligations whether absolute or contingent, in the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for future to issue, (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding capital stock or available for grant under other voting securities of or other ownership interest in the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) securities of the Company Warrants to purchase an aggregate of 5,453,800 convertible into or exchangeable for shares of Company Common Stock and capital stock or other voting securities of or other ownership interest in the Company, (iii) $26,500,000 principal amount warrants, calls, options or other rights (including conversion or preemptive rights and rights of first refusal or similar rights) to acquire from the Company, or other obligations of the Convertible Notes and $9,550,000 principal amount Company to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of outstanding obligations or other ownership interest in respect of guarantees the Company, or loans advanced by News America Incorporated ("NEWS NOTES"iv) convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rightsrestricted shares, stock appreciation rights, redemption performance units, contingent value rights, repurchase “phantom” stock or similar securities or rights that are derivative of, or other rightsprovide economic benefits based, agreementsdirectly or indirectly, arrangements on the value or commitments of price of, any character to which the Company is a party or by which the Company is bound 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 voting securities of or ownership interests in, the Company (the items in clauses (i) though (iv) being referred to collectively as the “Company Securities”). Except pursuant to the Exchangeable Share Documents, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company SubsidiarySecurities. Except for the Voting and Support Agreement, neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Securities. Except as set forth in Section 3.3(b5.05(b) of the Company Disclosure Letter sets forthSchedule, to the knowledge of the Company, as of the date of this Agreement, (w) no Person or group beneficially owns 5% or more of the persons Company’s outstanding voting securities, with the terms “group” and “beneficially owns” having the meanings ascribed to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) them under Rule 13d-3 and Rule 13d-5 under the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest1934 Act. (c) All shares As of Company Common Stock subject to issuanceMarch 31, upon issuance prior to 2010, the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) amount of outstanding Indebtedness of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(cand its Subsidiaries (excluding intercompany Indebtedness) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and does not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (exceed $25 million in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other personaggregate.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 400,000,000 shares of Company Common Stock and (ii) 100,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (“Company Preferred Stock”), of which (i) 2,500,000 shares have been designated $3.625 convertible exchangeable preferred stock, $0.01 par value, and (ii) 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock and reserved for issuance in connection with the "COMPANY PREFERRED STOCK"rights issued under the Second Amended and Restated Rights Agreement, dated as of October 27, 2003, between the Company and American Stock Transfer & Trust Company, as Rights Agent (as amended, the “Rights Agreement”). As At the close of business on April 3028, 19992011, (i) 37,846,789 76,922,047 shares of Company Common Stock were issued and outstanding, all including 705,863 shares of which Restricted Stock, (ii) 3,369,696 shares of Company Common Stock were held by the Company in its treasury, (iii) 7,029,157 shares of Company Common Stock were reserved for issuance pursuant to outstanding Options, (iv) 49,610,528 shares of Company Common Stock were reserved for issuance pursuant to the Warrants, (v) 27,646,822 shares of Company Common Stock were reserved for issuance pursuant to the Company Notes, (vi) 350,000 shares of Company Common Stock were reserved for issuance under the ESPP, and (vii) no shares of Company Preferred Stock were issued or outstanding. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to free of preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b3.2(a) of the Company Disclosure LetterSchedule sets forth a true, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock complete and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forthcorrect list, as of the date close of this Agreementbusiness on April 29, 2011, of (wi) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vestingall Options, the dates on which each number of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuancethereto, upon the grant dates, expiration dates and the exercise or base prices and (ii) all outstanding Restricted Stock and awards for Restricted Stock, the number of Shares subject thereto and the vesting schedules thereof. (b) Except for the Options, the Warrants, the Company Notes and the shares of Company Common Stock reserved for issuance prior to under the Effective Time ESPP, there are on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(cdate hereof no outstanding (A) securities of the Company Disclosure Letterconvertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. Other than pursuant to the Company Plans, there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of Company Common Stock Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of any Company Subsidiarythe Company. Except as set forth in Section 3.3(c) All outstanding securities of the Company Disclosure Letterhave been offered and issued in compliance in all material respects with all applicable securities laws, each including the Securities Act and “blue sky” laws. (c) The Company or another of its Subsidiaries is the record and beneficial owner of all the outstanding share shares of capital stock of each Company Subsidiary is duly authorizedof the Company, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a Company Subsidiary is free and clear of all security interestsany Lien (other than Permitted Liens), liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or and there are no irrevocable proxies with respect to any such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever shares. There are no outstanding (collectively, "LIENS"). Except as set forth in Section 3.3 i) securities of the Company Disclosure Letter there are no outstanding material contractual or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any Company Subsidiary of its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) inissue, any Company capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary that is not wholly owned by of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. There are no voting trusts or other personagreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of any Subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of of: (i) 100,000,000 75,000,000 shares of Company Common Stock and (ii) 100,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (“Company Preferred Stock”) of which, (x) 200,000 shares are designated as Series D-1 Preferred Stock and (y) 150,000 shares are designated as Series A Participating Preferred Stock and were reserved for issuance in accordance with the "COMPANY PREFERRED STOCK")Company Rights Agreement, pursuant to which the Company had issued rights (“Company Rights”) to purchase shares of such Series A Participating Preferred Stock and which Company Rights expired pursuant to the terms of the Company Rights Agreement on September 26, 2007. As At the close of April 30business on February 22, 19992008, (i) 37,846,789 21,576,533 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 200,000 shares of Series II Preferred Stock and 41,667 shares of Series III D-1 Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,3333,568,658 shares of Company Common Stock were subject to outstanding Company Options, 5,453,800 and 9,910,462 (iv) 2,352,941 shares of Company Common Stock were reserved for issuance upon conversion of the Series D-1 Preferred Stock, (v) no shares of Company Common Stock were held by the Company in its treasury, (vi) no shares of Company Preferred Stock were held by the Company in its treasury and (vii) no shares or Series A Participating Preferred Stock were outstanding. All outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance upon exercise of the Company Options or upon conversion of the Series D-1 Preferred Stock, have been duly authorized and all outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for issuance upon exercise of the Company Options or upon conversion of the Series D-1 Preferred Stock, both in accordance with their respective terms, will upon issuance be, validly issued, fully paid, nonassessable and free of preemptive rights. All shares of Company Preferred Stock have been duly authorized and all outstanding shares of Series D-1 Preferred Stock are validly issued, fully paid, nonassesable and free of preemptive rights. Section 3.2(a) of the Company Disclosure Letter sets forth a correct and complete list, as of February 25, 2008, of the outstanding Company Stock Options, the number of shares of Company Warrants Common Stock underlying such Company Options, the holders, exercise prices, dates of grant, vesting schedules and expiration dates thereof and the Company Stock Plan (if any) under which such Company Option was granted. Since February 22, 2008, the Company has not issued, or reserved for issuance, any shares of its capital stock or any securities convertible debentures into or notesexchangeable or exercisable for any shares of its capital stock, respectivelyother than or pursuant to the Company Options referred to above that are outstanding as of the date of this Agreement. (b) Between April 30Except as set forth in Section 3.2(a), 1999 and as of the date of this Agreement, (A) there are no Company Stock Options have been granted by outstanding options, stock appreciation rights or other rights of any kind which obligate the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options or any of its Subsidiaries to purchase an aggregate of 4,550,333 issue or deliver any shares of Company Common Stock outstanding capital stock, voting securities or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) other equity interests of the Company Disclosure Letteror any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock, voting securities or other equity interests of the Company (collectively, (ii“Company Securities”); (B) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; and (C) there are no other options, warrantscalls, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating to which the Company or any of its Subsidiaries is a party. No Subsidiary of the Company Subsidiary to issue or sell owns any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestCommon Stock. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth disclosed in Section 3.3(c3.2(c) of the Company Disclosure Letter, the Company and its Subsidiaries have no outstanding indebtedness for borrowed money and there are no outstanding contractual obligations guarantees by the Company or any of its Subsidiaries of indebtedness for borrowed money of any other Person. There are no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary of its Subsidiaries having the right to repurchase, redeem vote (or otherwise acquire convertible into or exchangeable for securities having the right to vote) on any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations matters on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations which stockholders of the Company or any Company such Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other personmay vote.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 90,000,000 shares of Company Common Stock and (ii) 100,000,000 750,000 shares of Preferred Stock, par value $.01 20.00 per share (the "COMPANY PREFERRED STOCKCompany Preferred Stock"). As of April 3016, 19991997, (i) 37,846,789 21,381,593 shares of Company Common Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive (or similar) rights, (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Company Common Stock were issued held in the treasury of the Company and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 an aggregate of 1,689,829 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Options issued pursuant to the Company Stock Options, Company Warrants or convertible debentures or notes, respectively. Plans (bas defined in Section 3.10) Between April 30, 1999 and the date of this Agreement1994 Stock Option Plan for Non-Employee Directors. Since April 16, 1997, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of Options outstanding as of April 16, 1997. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Except (i) as set forth above, (ii) as a result of the exercise of Options outstanding as of April 16, 1997 and (iii) $26,500,000 principal amount of Rights issued pursuant to the Convertible Notes and $9,550,000 principal amount of outstanding obligations Rights Plan referred to in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelySection 6.13, there are outstanding (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (d) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (collectively, "Company Securities"). There are no outstanding obligations of the Company or any of its 14 10 subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no other options, warrantscalls, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rightsrights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating of its subsidiaries to which 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 Subsidiaryits subsidiaries is a party. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will shall be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to free of preemptive (or similar) rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, 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 any the capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company subsidiary or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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) inin any such subsidiary or any other entity. Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, any Company Subsidiary that is not wholly validly issued, fully paid and nonassessable and all such shares are owned by the Company or another wholly owned subsidiary of the Company and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever, except where the failure to own such shares free and clear is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Company has delivered to Parent prior to the date hereof a list of the subsidiaries and associated entities of the Company which evidences, among other personthings, the percentage of capital stock or other equity interests owned by the Company, directly or indirectly, in such subsidiaries or associated entities. No entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Class A Common Stock Stock, of which, as of March 7, 2011 (the “Measurement Date”), 4,520,601 shares were issued and outstanding, (ii) 100,000,000 shares of Preferred Company Class B Common Stock, par value $.01 per share (of which, as of the "COMPANY PREFERRED STOCK"). As of April 30Measurement Date, 1999, (i) 37,846,789 18,221,460 shares of Company Common Stock were issued and outstanding, all and (iii) 50,000,000 shares of preferred stock, par value $0.001 per share, of the Company and together with the Company Class A Common Stock and Company Class B Common Stock, the “Company Capital Stock”), of which, as of the Measurement Date, no shares were issued and outstanding. As of the Measurement Date, no shares of Company Class A Common Stock and no shares of Company Class B Common Stock were held in the Company’s treasury. As of the Measurement Date, 51,104,394 shares of Company Capital Stock were reserved for issuance, which is comprised of (i) 8,812,375 shares of Company Class A Common Stock reserved for issuance under the Company Equity Incentive Plan, including shares that would be issued upon the exercise of Company Stock Options and (ii) 42,292,019 shares of Company Class A Common Stock, of which were (A) 18,221,460 shares are reserved for issuance upon the conversion of outstanding Company Class B Common Stock and (B) 24,070,559 shares of Company Class B Common Stock are reserved for issuance upon the exercise of the Company Warrants, which is comprised of (1) 23,603,487 shares of Company Class B Common Stock reserved for issuance upon the exercise of issued and outstanding Company Warrants and (2) 467,072 shares of Company Class B Common Stock reserved for issuance upon the exercise of Company Warrants reserved for issuance pursuant to the Plan. All of the issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to free of preemptive rights, with no personal liability attaching to the ownership thereof. The Company has provided Parent with a list of each outstanding and unexercised Company Warrant. The Company has provided Parent with a list of (i) each outstanding and unexercised Company Stock Option granted pursuant to the Company Equity Incentive Plan, which list specifies (A) the name of the holder of such Company Stock Option, (B) the number of shares of Company Class A Common Stock subject to such Company Stock Option, (C) the exercise price of such Company Stock Option, (D) the date on which such Company Stock Option was granted, (E) the applicable vesting schedule, and the extent to which such Company Stock Option are vested and exercisable as of the Measurement Date, and (F) the date on which such Company Stock Option expires and (ii) 405,217 the aggregate number of all shares of Series II Preferred Company Restricted Stock and 41,667 which list specifies (A) the name of the holder of such shares of Series III Preferred Company Restricted Stock, (B) the number of shares of Company Restricted Stock, (C) the date on which such shares of Company Restricted Stock were granted, and (D) the applicable vesting schedule, and the extent to which such shares of Company Restricted Stock are vested as of the Measurement Date, in each case of (i) and (ii), outstanding as of the Measurement Date; since the Measurement Date through the date of this Agreement, the Company has not issued or awarded any options, restricted stock or restricted stock units under the Company Equity Incentive Plan. Except pursuant to this Agreement, the Company Equity Incentive Plan or as set forth in this Section 3.2, as of the Measurement Date, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, issuance or registration of any shares of Company Capital Stock or any other equity securities of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Capital Stock. (b) As of the Measurement Date, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote of the Company are issued or outstanding as of the date of this Agreement. (c) All of the issued and outstandingoutstanding shares of capital stock or other equity ownership interests of each “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of the Company are owned by the Company, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (“Liens”), and all of which were such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and not subject to free of preemptive rights. No such significant subsidiary has or is bound by any outstanding subscriptions, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rightscalls, stock appreciation rights, redemption rights, repurchase rights commitments or other rights, agreements, arrangements or commitments agreements of any character to which calling for the Company is a party purchase or by which the Company is bound relating to the issued 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 of, or any other equity interests in, the Company security of such subsidiary or any Company Subsidiary. Section 3.3(b) of securities representing the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons right to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem purchase or otherwise acquire receive any shares of Company Common Stock capital stock or any capital stock other equity security of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personsubsidiary.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company Buyer consists of of: (i) 100,000,000 Thirty Seven Million Five Hundred Thousand (37,500,000) shares of Company Common Stock, par value $0.01 per share ("Buyer Common Stock"), of which (x) Thirty Five Million (35,000,000) shares of Common Stock have been designated Class A Common Stock, par value $0.01 per share ("Buyer Class A Common Stock") and (iiy) 100,000,000 Two Million Five Hundred Thousand (2,500,000) shares of Preferred Common Stock have been designated Class B Common Stock, par value $.01 per share (the "COMPANY PREFERRED STOCKBuyer Class B Common Stock"). As of April 30, 1999, (i) 37,846,789 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 Two Hundred Fifty Thousand (250,000) shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstandingStock, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectivelypar value $0.01 per share. (b) Between April 30As of March 3, 1999 and the date of this Agreement1998, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 Twenty Five Million Six Hundred Sixty Two Thousand Eight Hundred Fifty Seven (25,662,857) shares of Company Buyer Class A Common Stock outstanding or available for grant under the Company's Option PlanStock, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, and (ii) Company Warrants to purchase an aggregate of 5,453,800 One Million Nine Hundred Thirty Six Thousand Six Hundred (1,936,600) shares of Company Buyer Class B Common Stock are issued and (iii) $26,500,000 principal amount outstanding. All of the Convertible Notes such issued and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Buyer Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rightsnonassessable. Except as set forth in Section 3.3(cSchedule 5.2(b) hereto, as of the Company Disclosure LetterMarch 3, there are 1998, Buyer has no other outstanding contractual obligations of the Company capital securities or any Company Subsidiary to repurchase, redeem securities convertible into or otherwise acquire exchangeable for any shares of Company Common Stock its capital stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letterpreemptive or other rights to subscribe for or to purchase, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds tooptions for the purchase of, or make any investment agreements providing for the issuance (in the form of a loan, capital contribution contingent or otherwise) inof, any calls, commitments or claims of any character relating to, any shares of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock. (c) Buyer has a sufficient number of shares of Buyer Class A Common Stock authorized and reserved for issuance to the holders of the Outstanding Company Subsidiary that is not wholly owned by Shares and holders of Options to issue the Company or Minimum Merger Shares in any other personaccordance with Section 3.1(a)(i)(y) of this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Company Common Stock, (ii) 10,000,000 shares of Class B Common Stock and (iiiii) 100,000,000 500,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCKPreferred Stock"). As of April 30the close of business on September 1, 19992004, (i) 37,846,789 1,162,631 shares of Company Common Stock were issued and outstanding, all of which were duly authorized, validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive rights, (ii) 405,217 229,737 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Class B Common Stock were issued and outstanding, all of which were duly authorized, validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 an aggregate of 315,709 shares of Company Common Stock and 0 shares of Class B Common Stock were reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Company Stock OptionsOptions issued pursuant to the Company's 1994 Stock Incentive Plan, the SMIPs and Employee Stock Ownership Plan (the "Company Warrants Stock Plans"), an aggregate of 156,055 shares of Common Stock were reserved for issuance upon, or convertible debentures otherwise deliverable in connection with, the conversion of the Convertible Debentures and no other Shares are reserved for issuance by the Company, (iv) no shares of Preferred Stock were outstanding or notesreserved for issuance. As of the date of this Agreement, respectively. (b) Between April 30the Company had outstanding Company Stock Options to purchase 112,417 Common Shares and 0 Class B Shares, 1999 with a weighted average exercise price of $347.82, and a total of 7365.33 Common Shares are allocated or credited to accounts of Stock Participants under the SMIPs. From the close of business on September 1, 2004 until the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available Preferred Stock have been issued except for grant under Common Shares issued pursuant to the Company's Option Planexercise of Company Stock Options, the conversion of Convertible Debentures or under agreements or arrangements the conversion of Class B Shares. Except as set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyabove, there are no outstanding options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments outstanding rights of any character to kind which obligate the Company is a party or by which the Company is bound relating any of its subsidiaries to the issued issue or unissued deliver any shares of capital stock or voting securities of the Company or any Company Subsidiary securities or obligating the Company obligations convertible or any Company Subsidiary to issue exchangeable into or sell exercisable for any shares of capital stock ofor voting securities of the Company. (b) Except as set forth in Section 3.3(a), or other equity interests in, there are no preemptive rights of any kind which obligate the Company or any of its subsidiaries to issue or deliver any shares of capital stock or voting securities of the Company Subsidiaryor any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire from the Company or its subsidiaries, any shares of capital stock or voting securities of the Company. Except as set forth above, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the stockholders of the Company on any matter. As of the date of this Agreement, each such Company Stock Option has the exercise price, is subject to the vesting schedule, has an exercise period, and is held by the holder set forth with respect thereto, as set forth in Section 3.3(b) 3.3 of the Company Disclosure Letter Schedule. As of the date of this Agreement, each outstanding Restricted Share is subject to the vesting schedule and held by the holder set forth with respect thereto in Section 3.3 of the Company Disclosure Schedule. Section 3.3 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) each participant in a SMIP, identifying the aggregate principal applicable SMIP, the amount of Convertible Notes and News Notes outstanding cash and/or number of Common Shares, if any, allocated or credited to such participant's Contingent Account or Vested Account (both as defined in the applicable SMIP), as applicable, and the applicable conversion prices thereof, Allocation Amount (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified as defined in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except applicable SMIP) for such participant for each uncompleted Plan Year (as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (defined in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other personapplicable SMIP).

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 75,000,000 shares of Company Common Stock and (ii) 100,000,000 25,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.0001 per share (the "COMPANY PREFERRED STOCK"“Company Preferred Stock”). As of April 30March 1, 19992007, (i) 37,846,789 5,363,760 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are issued, fully paid, nonassessable and not subject to free of preemptive rights, rights and (ii) 405,217 no shares of Series II Preferred Company Common Stock and 41,667 were held in the treasury of the Company. As of March 1, 2007, 725,000 shares of Series III Preferred Company Common Stock were issued or issuable (and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 750,000 shares of Company Common Stock were reserved for issuance issuance) upon exercise of outstanding Company employee stock options granted pursuant to the Company’s 2005 Stock OptionsOption Plan, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and as amended through the date of this Agreement, no Agreement (the “Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan”), or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 300,000 shares of Company Common Stock, respectively300,000 Class A Warrants and 600,000 Class B Warrants were issuable upon exercise of the Representative Warrants. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. As of March 1, 2007, (i) 3,290,894 Class A Warrants were issued and outstanding and (ii) 6,581,788 Class B Warrants were issued and outstanding. Except as set forth in this Section 4.03 and Section 4.10, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock or other Equity Interests of the Company Company, or any Company Subsidiary securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company or any Company Subsidiary to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other equity interests Equity Interests in, the Company. Since March 1, 2007 the Company has not issued any shares of its capital stock, or any Company Subsidiary. securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance as set forth in this Section 3.3(b4.03 or in Section 4.03(a) of the Company Disclosure Letter sets forthSchedule. Set forth in Section 4.03(a) of the Disclosure Schedule is a true and complete list, as of March 1, 2007, of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes prices at which outstanding and the applicable conversion prices thereof, (y) the exercise prices for options issued under the Company Stock Option Plan (the “Company Options”) may be exercised under the Company Stock Option Plan, the number of Company Options and Company Warrants held by outstanding at each such person price and the vesting schedule of the Company Options (zi) whether granted to each “executive officer” of the Company (within the meaning of such Company Stock Options term under Section 16 of the Exchange Act) or which are subject “incentive stock options” within the meaning of Section 422 of the Code granted to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) any person. All shares of Company Common Stock subject to issuance, issued upon issuance prior to the Effective Time on the terms exercise of a Company Option have been and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rightsnonassessable. Except as set forth in Section 3.3(c4.03(a) of the Company Disclosure LetterSchedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redeem redemption or otherwise acquire disposition of, or containing any right of first refusal with respect to, (D) requiring the registration for sale of or (E) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letterof, each outstanding share of capital stock of each Company Subsidiary is duly authorizedor other Equity Interests in, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there There are no outstanding material 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 that is not wholly owned by the Company or in any other person. (b) The Shares, when issued, paid for and delivered in accordance with the terms of this Agreement, and the shares of Company Common Stock to be issued upon exercise of the Class A Warrants and the Class B Warrants, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company AGM consists of (i) 100,000,000 90,000,000,000 shares of Company AGM Common Stock and Stock, (ii) 100,000,000 999,999,999 shares of Class B Common Stock, (iii) 1 share of Class C Common Stock, (iv) 11,000,000 shares of Series A Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")v) 12,000,000 shares of Series B Preferred Stock. As of April 30October 23, 19992019, (iA) 37,846,789 222,402,725 shares of Company AGM Common Stock were issued and outstanding, all (B) 1 share of which were validly Class B Common Stock was issued and are fully paid, nonassessable and not subject to preemptive rightsoutstanding, (iiC) 405,217 1 share of Class C Common Stock was issued and outstanding, (D) 11,000,000 shares of Series II Preferred Stock and 41,667 shares of Series III A Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iiiE) 4,550,333, 5,453,800 and 9,910,462 12,000,000 shares of Company Common Series B Preferred Stock were reserved for issuance upon exercise issued an outstanding, and (F) 402,764,033 Operating Group Units were outstanding. As of October 23, 2019, there were (x) outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options stock options to purchase an aggregate of 4,550,333 acquire 200,0000 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company AGM Common Stock and (iiiy) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 restricted share units covering 11,983,008 shares of Company AGM Common Stock. Except as set forth in the preceding sentences of this Section 4.2, respectivelyas of October 23, 2019, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 outstanding shares of capital stock of, or other equity interests or voting interest in AGM and no outstanding options, warrants, rights or other commitments or agreements to acquire from AGM, or that obligates AGM to issue, any capital stock of, or other equity or voting interest in, the Company or any Company Subsidiarysecurities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, AGM. Section 3.3(b) As of the Company Disclosure Letter sets forthdate hereof there have been no changes to the capitalization set forth in the preceding sentences of this Section 4.2 since October 23, 2019 other than de minimis changes. (b) The capitalization of each member of the Apollo Operating Group as of the date hereof is set forth on Section 4.2(b) of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestDisclosure Schedule. (c) All shares AGM or one or more of Company Common Stock subject to issuanceits direct or indirect Subsidiaries owns the common stock, upon issuance prior to the Effective Time on the terms and conditions specified membership interests or other ownership interests, as applicable, in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) each of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a Company Subsidiary is its Subsidiaries free and clear of all security interestsLiens, liens, encumbrances and adverse claims, pledgesexcept for such Liens, optionsencumbrances and adverse claims as would not, rights of first refusalindividually or in the aggregate, agreements, limitations reasonably be expected to have a Material Adverse Effect on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever AGM. (collectively, "LIENS"). Except as set forth in Section 3.3 d) No member of the Company Disclosure Letter there are no outstanding material contractual obligations Apollo Operating Group owns capital stock 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 that is not wholly owned by the Company or in any other personAGM.

Capitalization. The authorized capital of the Company consists, as of the date hereof (immediately prior to the First Closing), of the following: (a) Preferred Stock. 88,195,998 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which (i) 6,178,926 shares have been designated Seed Convertible Preferred Stock (“Seed Preferred Stock”), 6,091,426 of which are issued and outstanding, (ii) 32,447,072 shares have been designated Series A Convertible Preferred Stock (“Series A Preferred Stock”), all of which are issued and outstanding, (iii) 24,320,000 shares have been designated Series B Convertible Preferred Stock (“Series B Preferred Stock”), 24,000,000 of which are issued and outstanding and (iv) 25,250,000 shares have been designated Series C Preferred Stock, none of which are issued and outstanding. The authorized rights, privileges and preferences of the Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are as stated in the Restated Certificate. (b) Common Stock. 126,000,000 shares of Common Stock, of which, as of the date hereof, 18,547,405 shares are issued and outstanding. (c) The outstanding shares of capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable, and (ii) 100,000,000 with respect to the outstanding shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30, 1999, (i) 37,846,789 shares of Company Common Stock were held by the holders of at least one percent (1%) or more of the Company’s issued and outstandingoutstanding securities on an as converted fully diluted basis, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares a right of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth first refusal in Section 3.3(b) favor of the Company Disclosure Letterupon transfer, subject to standard exceptions. All outstanding securities of the Company held by the holders of at least one percent (ii1%) Company Warrants to purchase or more of the Company’s issued and outstanding securities on an aggregate of 5,453,800 as converted fully diluted basis, including, without limitation, all shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company issuable upon conversion or any exercise of all convertible or exercisable securities, are subject to a one hundred eighty (180) day “market stand-off” restriction upon an initial public offering of the Company’s securities pursuant to a registration statement filed with the SEC. (d) The Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any has reserved: (A) 25,250,000 shares of capital stock of, or other equity interests in, Common Stock for issuance upon the Company or any Company Subsidiary. Section 3.3(b) conversion of the Company Disclosure Letter sets forthSeries C Shares; (B) 88,195,998 shares of Common Stock (as may be adjusted in accordance with the provisions of the Amended and Restated Certificate) for issuance upon conversion of the Preferred Stock; and (C) 10,903,649 shares of Common Stock authorized for issuance to employees, consultants and directors pursuant to its 2008 Stock Incentive Plan, as amended, of the date of this Agreement, (w) the persons which options to whom Company Stock Options purchase 10,267,303 shares have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes are currently outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All 636,346 shares of Company Common Stock subject remain available for issuance to issuanceemployees, upon issuance prior consultants and directors pursuant to the Effective Time on the terms and conditions specified in the instruments under which they are issuable2008 Stock Incentive Plan, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personamended.

Capitalization. The capitalization of the Company is as follows: (ai) The authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Company Common Stock and (ii) 100,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per share (the "COMPANY PREFERRED STOCK"“Preferred Stock”). As of April 30, 1999, (i) 37,846,789 1,500,000 shares of Company Common Preferred Stock were issued and outstanding, all have been designated Series A Preferred Stock (the “Series A Preferred”) of which were validly issued and 1,000,000 shares of Series A Preferred Stock are fully paid, nonassessable and not subject to preemptive rights, outstanding. (ii) 405,217 As of September 30, 2011, the issued and outstanding capital stock of the Company consisted of 16,670,781 shares of Series II Preferred Stock and 41,667 Common Stock. The shares of Series III Preferred Stock were issued and outstandingoutstanding capital stock of the Company have been duly authorized and validly issued, all of which were validly issued and are fully paid, paid and nonassessable and have not been issued in violation of or are not otherwise subject to any preemptive or other similar rights, . (iii) 4,550,333As of September 30, 5,453,800 and 9,910,462 2011, the Company had (1) 7,456,920 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company options granted under the Company’s 2006 Stock Options, Company Warrants or convertible debentures or notes, respectivelyIncentive Plan (the “Stock Incentive Plan”) and (2) 4,200,000 shares of Common Stock reserved for issuance upon exercise of outstanding warrants. (biv) Between April As of September 30, 1999 and the date of this Agreement2011, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 had 2,156,589 shares of Company Common Stock outstanding or available for future grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock Incentive Plan and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest443,038 non-plan options were outstanding. (cv) All shares With the exception of Company Common Stock subject the foregoing in this Section 3(b), any securities issuable pursuant to issuance, upon issuance prior to the Effective Time anti-dilution adjustments on the terms and conditions specified securities included in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in this Section 3.3(c) of the Company Disclosure Letter3(b), there are no outstanding contractual obligations subscriptions, options, warrants, convertible or exchangeable securities or other rights granted to or by the Company to purchase shares of Common Stock or other securities of the Company and there are no commitments, plans or any Company Subsidiary arrangements to repurchase, redeem or otherwise acquire issue any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except security convertible into or exchangeable for Common Stock, except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (disclosed in the form of a loanForm S-4 filed on October 5, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other person2011.

Capitalization. (a) The authorized capital stock of the Company AIMCO consists of (i) 100,000,000 150,000,000 shares of Company Common Stock and AIMCO Stock; (ii) 100,000,000 425,000 shares of Class B Common Stock, par value $.01 per share ("AIMCO CLASS B COMMON STOCK"), of AIMCO; (iii) 9,034,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY AIMCO PREFERRED STOCK"), of AIMCO; and (iv) 966,000 shares of Cumulative Convertible Senior Preferred Stock, par value $.01 per share (the "SENIOR PREFERRED STOCK"), of AIMCO. As of April 30March 11, 19991997, (i) 37,846,789 17,569,970 shares of Company Common AIMCO Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to preemptive rights, nonassessable; (ii) 405,217 325,000 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred AIMCO Class B Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable nonassessable; and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 no shares of Company Common AIMCO Preferred Stock or Senior Preferred Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectivelyissued and outstanding. (b) Between April 30Prior to the Initial Closing, 1999 AIMCO will have reserved 1,800,000 shares of AIMCO Stock for issuance pursuant to SECTION 2.2 and SECTION 2.5 of this Agreement. When issued in accordance with the date terms of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 such shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paidpaid and nonassessable. Assuming that the Seller's representations in SECTION 3.11 are true and correct, nonassessable when issued in accordance with this Agreement, such shares will have been issued in compliance with the Securities Act and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable all state securities and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personblue sky laws.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 90,000,000 shares of Company Common Stock and (ii) 100,000,000 15,000,000 shares of Preferred Stock, $.01 par value $.01 per share (the "COMPANY PREFERRED STOCKCompany Preferred Stock"). As of April 30August 1, 19991997, (i) 37,846,789 29,782,664 shares of Company Common Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive (or similar) rights, (ii) 405,217 3,956 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Company Common Stock were issued owned by the Company or by subsidiaries of the Company and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 an aggregate of 2,455,231 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. employee Options issued pursuant to the Plans (b) Between April as defined in Section 3.1(m)). Since June 30, 1999 and the date of this Agreement1997, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of employee Options outstanding as of June 30, 1997. Section 3.1(c) of the Disclosure Schedule sets forth a true and complete list of the subsidiaries and associated entities of the Company which evidences, among other things, the capitalization of, and the amount of capital stock or other equity interests owned by the Company, directly or indirectly, in, such subsidiaries or associated entities. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Except as set forth above and except as a result of the exercise of employee Options outstanding as of June 30, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company or any subsidiary, (ii) no securities of the Company or any subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any subsidiary, (iii) $26,500,000 principal amount no options or other rights to acquire from the Company or any subsidiary, and no obligation of the Convertible Notes Company or any subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any subsidiary and $9,550,000 principal amount (iv) no equity equivalents, interests in the ownership or earnings of outstanding obligations the Company or any subsidiary, stock appreciation rights or other similar rights (collectively, "Company Securities"). Except as set forth in respect Section 3.1(c) of guarantees or loans advanced by News America Incorporated the Disclosure Schedule of the Company dated the date hereof and delivered to Parent (the "NEWS NOTESDisclosure Schedule") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively), there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, and there are no other options, warrantscalls, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating of its subsidiaries to which the Company or any of its subsidiaries is a party. Except as set forth in Section 3.1(c) of the Disclosure Schedule, there are no stockholder agreements (other than the Shareholders Agreements), voting trusts or other agreements or understandings to which the Company Subsidiary or any of its subsidiaries is a party or by which any of them is bound relating to issue or sell the voting of any shares of capital stock of, or other equity interests in, of the Company or any Company Subsidiarysuch subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to free of preemptive (or similar) rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, 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 any the capital stock of any Company Subsidiary. Except subsidiary or, except as set forth described in Section 3.3(c3.1(c) of the Company Disclosure LetterSchedule, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 contribution, guarantee or otherwise) inin any such subsidiary or any other entity. Except as set forth in Section 3.1(c) of the Disclosure Schedule, any Company Subsidiary that each of the outstanding shares of capital stock of each of the Company's subsidiaries is not wholly duly authorized, validly issued, fully paid and nonassessable and is owned directly or indirectly by the Company or free and clear of any Liens (as defined in any other personSection 8.3).

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Company Common Stock Stock, of which, as of the Effective Date, 117,012,229 shares are issued and outstanding; (ii) 100,000,000 5,000,000 shares of preferred stock, par value US$0.0006 per share, of which (1) 1,111,282 have been designated as Senior Preferred Stock, par value $.01 per share of which, as of the Effective Date, 482,999 shares are issued and outstanding; (2) 2,755,319 shares have been designated as Junior Preferred Stock, of which, as of the "COMPANY PREFERRED STOCK")Effective Date, 710,741 shares are issued and outstanding; and (3) 1,785,714 shares have been designated as Series A Cumulative Convertible Preferred Stock, of which, as of the Effective Date, no shares are issued and outstanding. All issued and outstanding shares of the Company are validly issued, fully paid and nonassessable. As of April 30the Effective Date, 1999, (i) 37,846,789 no shares of Company Common Stock were issued capital stock are held in treasury and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and capital stock are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for future issuance upon exercise except as provided in the Certificates of outstanding Designations of the Preferred Stock, the Existing Warrants and the Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN")Plans. Except for (i) the Senior Preferred Stock, the Junior Preferred Stock, the Existing Warrants and the Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyPlans, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b5.03(a) of the Company Disclosure Letter Schedule sets forth, as for each holder of Existing Warrants or options, the following information with respect to each of the date of this Agreement, Existing Warrants and Company Stock Plans: (wi) the persons name of each holder thereof; (ii) the number of shares of capital stock subject to whom such Existing Warrants or outstanding awards under Company Stock Options have been granted or Company WarrantsPlans, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, number of shares of capital stock subject to Company Stock Plans; (yiii) the exercise prices for or purchase price of the warrants, options or stock rights; (iv) the date on which the warrants, options or stock rights were granted; (v) the date on which the warrants, options or stock rights can be exercised or vest; and (vi) the date on which the warrants or options expire. The Company has made available to Purchaser accurate and complete copies of all Existing Warrants, Company Stock Options Plans and Company Warrants held by each such person and (z) whether such the form of award agreements under Company Stock Options are subject to vesting andPlans. Except as set forth in Section 5.03(a) of the Disclosure Schedule, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All all shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and subject to the conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rightsnonassessable. Except as set forth provided in Section 3.3(c) the Certificates of the Company Disclosure LetterDesignations of the Preferred Stock, 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 any capital stock of the Company or any Company SubsidiarySubsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other Person. Except as set forth in Section 3.3(c5.03(a)(i) of the Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the exercisability or vesting of any Existing Warrants or outstanding awards under Company Stock Plans as a result of the Transactions. All outstanding shares of capital stock of the Company, all Existing Warrants and all outstanding awards under Company Stock Plans and all outstanding shares of capital stock of each Subsidiary have been issued and granted in compliance with (i) all applicable Securities Laws and other applicable Laws and (ii) all requirements set forth in applicable contracts. Except for the 12% Senior Notes and the financed insurance premiums incurred in the ordinary course of business by the Company or its Subsidiaries as described in Schedule 5.03(a)(ii) of the Disclosure LetterSchedule, the Company or any Subsidiary has not issued any notes, bonds or other debt securities, or any option, warrant or other right to acquire the same, of the Company or any Subsidiary. (b) Except as provided in Section 5.03(b) of the Disclosure Schedule, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paidpaid and nonassessable, nonassessable and not subject to preemptive rights and each such share is owned by the Company or a Company another Subsidiary is 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 any Subsidiary's ’s voting rights, charges and other encumbrances of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personwhatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of 1,800,000,000 shares of Common Stock, 600,000,000 shares of Class B Common Stock, 600,000,000 shares of Class C Common Stock and 200,000,000 shares of undesignated Preferred Stock, par value $0.00001 per share. At the close of business on April 24, 2024 (the “Capitalization Date”), (i) 100,000,000 242,827,253 shares of Company Common Stock were issued and outstanding, (ii) 100,000,000 97,959,296 shares of Common Stock were reserved and available for future issuance pursuant to the Company Stock Plans, (iii) 44,564,908 shares of Common Stock were subject to outstanding Company Stock Options, (iv) 20,653,060 Company RSUs were outstanding, (v) 5,500,000 Company PSUs were outstanding, (vi) 9,550,352 shares of Class B Common Stock were issued and outstanding, (vii) no shares of Class C Common Stock were issued and outstanding, and (viii) no shares of Preferred Stock, par value $.01 0.00001 per share share, of the Company were issued or outstanding. (the "COMPANY PREFERRED STOCK"). As of April 30a) Except as described in this Section 3.02, 1999, there are (i) 37,846,789 no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 3.02(a), (ii) no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company, (iii) no outstanding obligations, options, warrants, rights, pledges, calls, puts, phantom equity, premptive rights, or other rights, commitments, agreements or arrangements of any character to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interests (or voting debt) in, or any securities convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests (or voting debt) in, the Company other than obligations under the Company Plans in the ordinary course of business, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (other than pursuant to the cashless exercise of Company Stock Options or settlement of Company RSUs and Company PSUs or the forfeiture or withholding of Taxes with respect to Company Stock Options, Company PSUs or Company RSUs), or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. Except as set forth on Section 3.02(b) of the Company Disclosure Letter, none of the Company or any Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. All outstanding shares of Common Stock were issued have been duly authorized and outstanding, all of which were validly issued and are fully paid, nonassessable and were not subject to issued in violation of any purchase option, call option, right of first refusal, subscription right, preemptive rightsor similar rights of a third Person, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding Charter Documents or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character agreement to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock party. All of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any outstanding shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options Company’s Subsidiaries have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be non-assessable and none of such capital stock or equity interests are subject to preemptive rights. Except as set forth or were issued in Section 3.3(c) of 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 any capital stock violation of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable applicable Laws and are not subject to and have not been issued in violation of any stockholders agreement, proxy, voting trust or similar agreement, or any preemptive rights and each such share owned by the Company or a Company Subsidiary is free and clear of all security interests, liens, claims, pledges, optionsrights, rights of first refusal, agreements, limitations on the Company's refusal or such other Company Subsidiary's voting rights, charges and other encumbrances similar rights of any nature whatsoever (collectivelyPerson, "LIENS"). Except except as set forth in Section 3.3 of would not reasonably be expected to be material to the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds toand its Subsidiaries, or make any investment (in the form of taken as a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other personwhole.

Capitalization. (a) The As of the date -------------- hereof and immediately prior to the Closing, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock and (ii) 100,000,000 10,000,000 shares of Preferred Stock, par value $.01 per share of which none are issued, outstanding or reserved for issuance, and (the "COMPANY PREFERRED STOCK"). As of April 30, 1999, (iii) 37,846,789 60,000,000 shares of Company Common Stock, of which (A) 13,016,332 shares of Common Stock were are issued and outstanding, all (B) no shares of which were validly issued and Common Stock are fully paidheld in the treasury of the Company, nonassessable and not (C) an aggregate of 478,575 shares of Common Stock are subject to preemptive rightsoutstanding options, and 750,000 shares are reserved for issuance, pursuant to the Company's Stock Option Plan, (iiD) 405,217 an aggregate of 296,838 shares of Series II Preferred Common Stock and 41,667 are subject to outstanding promissory notes that are convertible into shares of Series III Preferred Common Stock, (E) 300,000 shares of Common Stock were issued are held in escrow on behalf of the Company and outstandingcertain shareholders in connection with a settlement of a claim arising from an acquisition of a treatment center in Douglas, all Georgia, and (F) an aggregate of which were validly issued and 33,000 shares of Common Stock are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 outstanding warrants that are exercisable for shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectivelyStock. (b) Between April 30As of the time of the Closing, 1999 and the date authorized capital stock of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for will consist of (i) Company 10,000,000 shares of Preferred Stock, of which none is issued, outstanding or reserved for issuance, and (ii) 60,000,000 shares of Common Stock, of which (A) 18,516,332 shares of Common Stock Options to purchase are issued and outstanding, (B) no shares of Common Stock are held in the treasury of the Company, (C) an aggregate of 4,550,333 478,575 shares of Company Common Stock are subject to outstanding or available options, and 750,000 shares are reserved for grant under issuance, pursuant to the Company's Stock Option Plan, or under agreements or arrangements (D) an aggregate of 296,838 shares of Common Stock are subject to outstanding promissory notes that are convertible into shares of Common Stock, (E) 300,000 shares of Common Stock are held in escrow on behalf of the Company and certain shareholders in connection with a settlement of a claim arising from an acquisition of a treatment center in Douglas, Georgia, and (F) an aggregate of 33,000 shares of Common Stock are subject to outstanding warrants that are exercisable for shares of Common Stock. (c) Except as set forth in this Section 3.3(b3.03 or in Schedule 3.03(c)(i) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelySchedule, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company or any of its Subsidiaries is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary party, or obligating the Company or any Company Subsidiary of its Subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rightsits Subsidiaries. Except as set forth in Section 3.3(cSchedule 3.03(c)(ii) of the Company Disclosure LetterSchedule, 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 any the capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary or to provide funds to, to or make any investment (in the form of a loan, capital contribution or otherwise) inin any Subsidiary or any other entity. Each of the outstanding shares of capital stock of each of the Company's Subsidiaries is duly authorized, any Company Subsidiary that validly issued, fully paid and nonassessable, and is not wholly owned by the Company, directly or indirectly, free and clear of all Encumbrances, except as set forth in Schedule 3.03(c)(iii) of the Disclosure Schedule, and for any Encumbrances incurred pursuant to the First Union Loan Agreement and Encumbrances for taxes not yet due and payable. (d) Except as set forth on Schedule 3.03(d) of the Disclosure Schedule, the Company is not party to any agreement granting registration rights to any Person with respect to any equity or in any other persondebt securities of the Company.

Capitalization. (a) The authorized capital stock of the Company Firstar consists of (i) 100,000,000 800,000,000 shares of Company Firstar Common Stock Stock, of which, as of March 31, 1999, 661,214,244 shares were issued and outstanding and 2,887,734 shares were held in treasury, (ii) 100,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per share (the "COMPANY PREFERRED STOCKFirstar Preferred Stock" and, together with the Firstar Common Stock, the "Firstar Capital Stock"). As , of April 30which, 1999as of the date hereof, (i) 37,846,789 no shares of Company Common Stock were are issued and outstanding, all . All of which were the issued and outstanding shares of Firstar Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, except pursuant to the terms of (i) the Firstar Option Agreement, (ii) 405,217 options and stock issued pursuant to employee and director stock plans of Firstar in effect as of the date hereof (the "Firstar Stock Plans") and (iii) the Firstar Rights Agreement, Firstar does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Firstar Capital Stock or any other equity securities of Firstar or any securities representing the right to purchase or otherwise receive any shares of Firstar Capital Stock (collectively, including the items contemplated by clauses (i) through (iii) of this sentence, the "Firstar Rights"). As of March 31, 1999, no shares of Firstar Capital Stock were reserved for issuance, except for 65,460,211 shares of Firstar Common Stock reserved for issuance upon exercise of the Firstar Option Agreement, no shares of Firstar Common Stock reserved for issuance in connection with the Firstar Dividend Reinvestment Plan (the "Firstar DRIP"), 25,897,722 shares of Firstar Common Stock reserved for issuance upon the exercise of stock options pursuant to the Firstar Stock Plans and 2,300,000 shares of Series II A Junior Participating Preferred Stock and 41,667 reserved for issuance in connection with the Firstar Rights Agreement. Since March 31, 1999, Firstar has not issued any shares of Series III Preferred Stock were issued its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than as would be permitted by Section 5.2 hereof and outstandingpursuant to the Firstar Option Agreement. (b) Firstar owns, directly or indirectly, all of which were the issued and outstanding shares of capital stock or other equity ownership interests of each of the Firstar Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever ("Liens"), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and not (subject to 12 U.S.C. Section 55) and free of preemptive rights, (iii) 4,550,333with no personal liability attaching to the ownership thereof. No Firstar Subsidiary has or is bound by any outstanding subscriptions, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rightscalls, stock appreciation rights, redemption rights, repurchase rights commitments or other rights, agreements, arrangements or commitments agreements of any character to which calling for the Company is a party purchase or by which the Company is bound relating to the issued 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 of, or any other equity interests in, the Company security of such Subsidiary or any Company securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Section 3.3(b3.2(b) of the Company Firstar Disclosure Letter Schedule sets forth, as forth a list of the date material investments of this AgreementFirstar in corporations, (w) the persons to whom Company Stock Options have been granted or Company Warrantsjoint ventures, Convertible Notes or News Notes have been issuedpartnerships, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 limited liability companies and other encumbrances of any nature whatsoever entities other than its Subsidiaries (collectivelyeach, a "LIENSNon-Subsidiary Affiliate"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Company Common Stock and (ii) 100,000,000 10,000,000 shares of Preferred Stock, par value $.01 1.00 per share (the "COMPANY PREFERRED STOCK"“Company Preferred Stock”). As of April 30July 1, 19992015, there were outstanding (i) 37,846,789 148,135,932 shares of Company Common Stock (none of which is subject to vesting conditions), (ii) no shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 853,717 shares of Company Common Stock (of which options to purchase an aggregate of 199,377 shares of Company Common Stock were issued exercisable and outstanding54,921 were incentive stock options), all (iv) 2,527,536 shares of which Company Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsoutstanding Company RSU Awards, (iiv) 405,217 1,067,867 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsoutstanding Company PSU Awards, determined assuming maximum performance levels were achieved, and (iiivi) 4,550,333, 5,453,800 and 9,910,462 8,668,256 additional shares of Company Common Stock were reserved for issuance upon pursuant to the Company Stock Plans. Except as set forth in this Section 4.05(a) and for changes since July 1, 2015 resulting from (x) the exercise of outstanding Company Stock OptionsOptions outstanding on such date or issued after such date, (y) the vesting and settlement of any Company Warrants RSU Awards and Company PSU Awards, (z) the issuance of Company Equity Awards, in each case as and to the extent permitted by Section 6.01 hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of, or other ownership interest in, the Company, (ii) securities of the Company convertible debentures into or notesexchangeable for shares of capital stock or other voting securities of, respectivelyor other ownership interests in, the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligations of the Company to issue, any capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for capital stock or other voting securities of, or other ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). (b) Between April 30, 1999 and the date All outstanding shares of this Agreement, no Company Stock Options have been granted by capital stock of the Company under have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the PLD Equity Compensation Plan respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company (other than any such shares owned by Subsidiaries of the "COMPANY'S OPTION PLAN"Company in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b4.05(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock Schedule sets forth a true and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forthcomplete list, as of July 1, 2015, of all outstanding Company Equity Awards, including with respect to each such equity award, the holder, date of grant, vesting schedule, whether the award provides for accelerated vesting upon the consummation of the transactions contemplated by this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting andperformance conditions, if subject to vesting, the dates on which each number of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuancesuch award, upon issuance prior the amount of any accrued but unpaid dividend equivalent rights relating to such award and, for Company Stock Options, the Effective Time on the terms applicable exercise price, expiration date and conditions specified in the instruments under which they whether it is an incentive stock option. There are issuableno outstanding bonds, will be duly authorizeddebentures, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) notes or other indebtedness of the Company Disclosure Letterhaving the right to vote (or convertible into, there or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. There are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares Company Securities. Neither the Company nor any of Company Common Stock or its Subsidiaries is a party to any capital stock agreement with respect to the voting of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personSecurities.

Capitalization. (a) The authorized capital stock shares of the Company consists consist of (i) 100,000,000 shares of Company Common Stock and (ii) 100,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.0001 per share (“Company Preferred Stock”), of which 100,000 shares were designated Series A Junior Participating Preferred Stock (the "COMPANY PREFERRED STOCK"“Series A Preferred Stock”), which were issuable upon exercise of the preferred share purchase rights (the “Company Rights”) pursuant to the Rights Agreement, dated July 25, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC (the “Shareholder Rights Agreement”). As The Company Rights and the Shareholder Rights Agreement expired in accordance with their terms at the close of April 30business on July 25, 19992023. At the close of business on July 28, 2023 (i) 37,846,789 the “Capitalization Date”), 27,054,536 shares of Company Common Stock were issued and outstanding (including 1,442,472 Restricted Shares). As of the date of this Agreement, no shares of Company Preferred Stock were issued or outstanding. As of the Capitalization Date, all (1) 4,646,393 shares of Company Common Stock were reserved and available for issuance upon exercise of the Convertible Notes Warrants, (2) 4,646,393 shares of Company Common Stock were reserved and available for issuance upon conversion of the 2026 Convertible Notes, (3) 4,021,521 shares of Company Common Stock were reserved and available for issuance pursuant to the Equity Plans, of which amount (A) 911,649 shares of Company Common Stock were subject to outstanding Company RSUs, (B) 2,122,793 shares of Company Common Stock were subject to outstanding Company PSUs (assuming attainment of the maximum level of performance) or 1,123,838 shares of Company Common Stock were subject to outstanding Company PSUs (assuming attainment of the target level of performance), (C) 793,973 shares of Company Common Stock were subject to outstanding Company Stock Options (with a weighted average exercise price of $32.46 per share), of which 35,934 shares of Company Common Stock were subject to outstanding Company Stock Options with an exercise price per share less than the amount of the Merger Consideration and (4) 480,097 shares of Company Common Stock were reserved and available for purchase under the Company ESPP. From the Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has issued any Company Securities (as defined below) other than, in each case, pursuant to a conversion of the 2026 Convertible Notes in accordance with the terms of the 2026 Convertible Notes Indenture, the exercise of the Convertible Notes Warrants in accordance with their terms, the lapsing of forfeiture conditions with respect to Restricted Shares, the vesting or settlement of Company RSUs or Company PSUs, the exercise of Company Stock Options, the operation of the Company ESPP or the forfeiture of, or withholding of Taxes with respect to, Company RSUs, Company PSUs, Restricted Shares, Company Stock Options or the operation of the Company ESPP, in each case, in accordance with their terms and, if applicable, the terms of the applicable Equity Plan and corresponding award agreement thereunder (in each case, as in effect on, and in the forms provided to Parent prior to, the date hereof). All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to free of preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive subscription rights, (iii) 4,550,333anti-dilutive rights, 5,453,800 and 9,910,462 rights of first refusal or similar rights with respect to any shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectivelyStock. (b) Between April 30Except as described in Section 3.02(a), 1999 and as of the date of this AgreementCapitalization Date, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for there were (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock no outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iii) no outstanding options, warrants, stock appreciation rights, “phantom” stock rights, profit participation or similar equity-based rights or other commitments, Contracts or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company SubsidiarySecurities. Section 3.3(b) of Other than the Equity Plans and the Company Disclosure Letter sets forthESPP (in each case, as of including award or offering agreements or arrangements thereunder), the date of this Agreement2026 Convertible Notes, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) Warrants and the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure LetterHedge Options, there are no outstanding contractual obligations agreements of any kind that obligate the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (other than pursuant to the forfeiture of, or withholding of Taxes with respect to, Restricted Shares, Company RSUs, Company PSUs and Company Stock Options), or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. No direct or indirect Subsidiary of the Company owns any shares of Company Common Stock or any capital stock of any Company SubsidiaryStock. Except as set forth in Section 3.3(c) None of the Company Disclosure Letteror any Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. The Company Common Stock is the only class of Company Securities registered under the Exchange Act. (c) All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary are owned directly or indirectly, beneficially and of record, by the Company or its Subsidiaries free and clear of all Encumbrances and transfer restrictions, except for Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests). Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to free of preemptive rights and each such share owned by the Company or a Company Subsidiary is free and clear of all security interestsrights, lienssubscription rights, claims, pledges, optionsanti-dilutive rights, rights of first refusal, agreements, limitations on the Company's refusal or such other Company Subsidiary's voting similar rights, charges and there are no subscriptions, options, warrants, rights, calls, Contracts or other encumbrances commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any nature whatsoever shares of capital stock or other equity or voting interests of any Subsidiary, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. (collectively, "LIENS"). Except as set forth in d) Section 3.3 3.02(d) of the Company Disclosure Letter there sets forth, as of the Capitalization Date, a complete and accurate list of each outstanding Equity-Based Award granted under an Equity Plan (including all binding commitments or promises to grant any award under any Equity Plan) and: (i) the name of the Equity Plan pursuant to which such Equity‑Based Award was granted, (ii) the name and/or employee identification number of the holder of such Equity-Based Award, (iii) the type of Equity-Based Award and the number of shares of Company Common Stock subject to such outstanding Equity-Based Award (with the number of shares of Company Common Stock subject to Company PSUs disclosed assuming attainment of the target level of performance), (iv) if applicable, the exercise price, purchase price or similar pricing of such Equity‑Based Award, (v) the date on which such Equity‑Based Award was granted or issued, (vi) the vesting schedule, and the extent to which such Equity-Based Award is vested and/or exercisable (as applicable) as of the Capitalization Date, and (vii) with respect to any Company Stock Option, the expiration date, the exercise or purchase price per share, whether an “early exercise” feature is available (and, if so, whether and the extent to which such Company Stock Option (or any portion thereof) was “early exercised”) and whether the same is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. (e) Each outstanding Company Stock Option has an exercise price per share of Company Common Stock that is equal to or greater than the fair market value of a share of Company Common Stock on the grant date of such Company Stock Option, determined in accordance with Section 409A of the Code, as applicable. Each outstanding Company Stock Option characterized by the Company as an “incentive stock option” within the meaning of Section 422 of the Code complies with all of the applicable requirements of Section 422 of the Code. No outstanding Company Stock Option has had its exercise date or grant date “back-dated” or materially delayed. Each outstanding Company Stock Option, Company RSU (including each Director RSU), Company PSU and Restricted Share was granted in accordance in all material respects with applicable Law and the applicable Equity Plan and corresponding award agreement thereunder. The Company has made available to Parent true and complete copies of all of the Equity Plans and the forms of award agreements for all outstanding Equity-Based Awards, and all Equity-Based Awards are evidenced by award agreements in substantially the forms made available to Parent, and no such Equity-Based Award is subject to terms that are different in any material respect from those set forth in such forms of award agreements. (f) Section 3.02(f) of the Company Disclosure Letter contains a true, correct and complete list as of the date hereof of all indebtedness for borrowed money of the Company and its Subsidiaries in excess of $1,000,000 in principal amount and identifies for each item of indebtedness, the outstanding material contractual obligations principal and the accrued but unpaid interest thereunder as of the date of this Agreement. No bonds, debentures, notes or other indebtedness has the right to vote on any matters on which stockholders may vote 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 that is not wholly owned by the Company or in any other personits Subsidiaries are outstanding.

Capitalization. (a) The authorized capital stock of the Company consists of Fifty Million (i50,000,000) 100,000,000 shares of Company Common Stock Shares, and (ii) 100,000,000 One Million (1,000,000) shares of Preferred Stockpreferred stock, par value $.01 0.0001 per share (the "COMPANY PREFERRED STOCKPreferred Stock"). . (b) As of April 30, 1999, 2009: (i) 37,846,789 shares of Company Common Stock Eleven Million Sixty-Four Thousand One Hundred Forty-Two (11,064,142) Shares were issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued and are fully paid, nonassessable and not subject to free of preemptive rights, ; (ii) 405,217 an aggregate of Two Million Seven Hundred Twenty-Seven Thousand Seven Hundred Sixty-Four (2,727,764) Shares was reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Options issued pursuant to the Company Stock Plan; and (iii) no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued outstanding. Since the close of business on April 30, 2009, until the date hereof, no options to purchase shares of Company Common Stock, Restricted Company Common Stock or Preferred Stock have been granted and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 no shares of Company Common Stock were reserved or Preferred Stock have been issued, except for issuance upon Shares issued pursuant to the exercise of Options. Section 3.3(b) of the Company Schedule of Exceptions sets forth, as of the date specified thereon, each equity-based award (including Restricted Company Common Stock or phantom rights) and Option outstanding under the Company Stock OptionsPlan, the number of Shares issuable thereunder and the expiration date and exercise or conversion price relating thereto. Unless disclosed on Section 3.3(b) of the Company Warrants Schedule of Exceptions, no other equity-based award or convertible debentures Option is outstanding under a Company Stock Plan or notes, respectivelyotherwise. (bc) Between April 30, 1999 and As of the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan except as set forth in clauses (the "COMPANY'S OPTION PLAN"). Except for a) and (b) of this Section 3.3: (i) Company Stock Options to purchase an aggregate of 4,550,333 there are not outstanding or authorized any (A) shares of Company Common Stock outstanding capital stock or available for grant under other voting securities of the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b(B) securities of the Company Disclosure Letterconvertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) options or other rights to acquire from the Company, or any obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (collectively, "Company Securities"); (ii) there are no outstanding obligations of the Company Warrants to purchase an aggregate of 5,453,800 shares of repurchase, redeem or otherwise acquire any Company Common Stock Securities; and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no other options, warrantscalls, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock or other voting securities of the Company or any Company Subsidiary or obligating to which 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestis a party. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (a) The authorized capital stock of Exegy as of the Company date of this Agreement consists of (i) 100,000,000 26,246,376 shares of Company which 15,666,672 shares have been designated Common Stock Stock; and (ii) 100,000,000 10,579,704 shares of have been designated Exegy Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")of which 3,333,328 shares have been designated Series A Preferred Stock and 7,246,376 shares have been designated Series A-2 Preferred Stock. As of April 30August 22, 19992006, (iA) 37,846,789 2,000,000 shares of Company Exegy Common Stock were issued and outstanding, all (B) Stock Options to purchase an aggregate of 1,541,963 shares of Exegy Common Stock were issued and outstanding (of which options to purchase an aggregate of 205,087 shares of Exegy Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsexercisable), (iiC) 405,217 no shares of Series II Preferred Exegy Common Stock and 41,667 were held in its treasury, except as disclosed in the Exegy Financial Statements, (D) 10,025,690 shares of Series III Exegy Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iiiE) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 -0- shares of Company Common Exegy Preferred Stock were issued and outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) (of the Company Disclosure Letter, (ii) Company Warrants which options to purchase an aggregate of 5,453,800 -0- shares of Company Common Exegy Preferred Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of were exercisable). All outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 Subsidiaryof Exegy have been duly authorized and validly issued and are fully paid and nonassessable. Section 3.3(b) of the Company Disclosure Letter sets forth, All Stock Options outstanding as of the date hereof (including the name of this Agreementthe option holder, (w) the persons to whom Company Stock Options have been granted or Company Warrantsdate of grant, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for price and number of shares exercisable under such options) are set forth on Section 6.7 of the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestExegy Disclosure Schedule. (cb) All shares As of Company Common Stock subject to issuancethe date hereof, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except except (i) as set forth in this Section 3.3(c6.7, and (ii) for changes since December 31, 2005, resulting from the exercise of the Company Disclosure Letterstock options outstanding on such date, there are no outstanding contractual (x) shares of capital stock or other voting securities of Exegy, (y) securities of Exegy convertible into or exchangeable for shares of capital stock or voting securities of Exegy, or (z) options or other rights to acquire from Exegy, and no obligation of Exegy to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Exegy (the items in clauses (x), (y) and (z) being referred to collectively as the “Exegy Securities”). There are no outstanding obligations of the Company Exegy or any Company Exegy Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company SubsidiaryExegy Securities. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there There are no outstanding material contractual obligations of the Company or any Company Subsidiary Exegy to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that other Person. As of the date hereof, other than as specifically provided in the Articles of Incorporation of Exegy, there are no stockholder agreements, voting trusts or other agreements or understandings to which Exegy is not wholly owned by the Company a party, or in of which Exegy is aware, relating to voting, registration or disposition of any other personshares of capital stock of Exegy.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 78,500,000 shares of Company Common Stock and (ii) 100,000,000 shares common stock of Preferred Stockthe Company, par value $.01 per share (the "COMPANY PREFERRED STOCK"“Company Common Stock”), of which two shares are designated special voting shares, and 1,000,000 shares of preferred stock, par value $.01 per share (the “Company Preferred Stock”), of which 400,000 shares are designated Preferred Stock – Junior Participating Series A (the “Company Series A Preferred Stock”). As of April 30the close of business on July 31, 19992006 (the “Cut-off Time”), (i) 37,846,789 35,985,254 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 1,349,592 shares of Company Common Stock were are held in the treasury of the Company, (iii) there are no special voting shares issued and outstanding or held in treasury, (iv) there are no shares of Company Preferred Stock issued and outstanding or held in treasury, (v) 6,450,263 shares of Company Common Stock are reserved for issuance upon the conversion of the Company’s outstanding Convertible Senior Notes due 2024 (the “Company Convertible Debt”), (vi) 1,178,473 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Stock Options, (vii) 2,000 shares of Company Warrants Common Stock are reserved for issuance upon conversion of Deferred Share Units (“Deferred Share Units”), (viii) that number of shares of Company Common Stock (“LTIP Shares”) determined by dividing (A) $4,584,030 by (B) the closing price for one share of Company Common Stock on the NYSE at the close of trading on the first trading day after the Company’s earnings release for its fiscal year ended July 31, 2006, are reserved for issuance under the Company’s long-term equity-based incentive plans (the “LTIP Plans”), and (ix) that number of shares of Company Common Stock (“ESPP Shares”) that are reserved for issuance under the Company Employee Stock Purchase Plan (“ESPP” and the options granted under the ESPP, the “ESPP Options”) determined by dividing (A) the total amount invested by participants in the ESPP during the fiscal quarter ending October 31, 2006, by (B) 85% of the lower of the closing price on the last reported trade on the NYSE on August 1, 2006 and October 31, 2006 (or, if the Closing shall occur prior to such date, the last Business Day prior to the Closing Date). On May 16, 2006, each outstanding Veritas Energy Services exchangeable share (collectively, the “VES Shares”) and each outstanding Veritas Energy Services Class A exchangeable share, Series 1 (collectively, the “VES Class A Shares”) was exchanged for one share of Company Common Stock, and there are no outstanding VES Shares or convertible debentures VES Class A Shares. Neither the Company nor any of its Subsidiaries has any remaining liability or notesobligation with respect to any VES Shares or VES Class A Shares, respectively. other than the administrative obligation to issue shares of Company Common Stock (bwhich shares of Company Common Stock are reflected as issued and outstanding as of the date of this Agreement) Between April 30, 1999 upon the exchange of those VES Shares and VES Class A Shares that have yet to be tendered for exchange. From the Cut-off Time to the date of this Agreement, no additional shares of Company Common Stock have been issued (other than pursuant to Company Options, Deferred Share Units and ESPP Options which were outstanding as of the Cut-off Time and are disclosed in Section 3.2(a) of the Company Disclosure Letter or the conversion of any Company Convertible Debt outstanding as of the Cut-off Time), no additional Company Options, Deferred Share Units, LTIP Shares or ESPP Options have been granted by issued or granted, and there has been no increase in the number of shares of Company Common Stock issuable upon exercise of the Company Options, Deferred Share Units, LTIP Shares or ESPP Options from those issuable under such Company Options, Deferred Share Units, LTIP Shares or ESPP Options, respectively, as of the PLD Equity Compensation Plan Cut-off Time. Neither the Company nor any of its Subsidiaries directly or indirectly owns any shares of Company Common Stock other than 1,349,592 shares of Company Common Stock held in treasury as of the date of this Agreement. No bonds, debentures, notes or other indebtedness having the right to vote (or, except for the "COMPANY'S OPTION PLAN")Company Convertible Debt, convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstanding. All issued and outstanding shares of the Company’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of Company Options or ESPP Options, the conversion of Deferred Share Units, the issuance of LTIP Shares or the conversion of Company Convertible Debt will be, when issued or granted in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure LetterOptions, Deferred Share Units, ESPP Options, LTIP Shares, Company Convertible Debt and the Series A Junior Participating Preferred Stock purchase rights (the “Company Rights”) issued pursuant to the Rights Agreement, dated as of May 15, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as amended (the “Company Rights Agreement”), and (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock the VES Shares and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible VES Class A Shares that have not yet been tendered for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyexchange, there are no outstanding or authorized (x) options, warrants, conversion preemptive rights, stock appreciation rightssubscriptions, redemption rights, repurchase rights calls or other rights, convertible securities, agreements, arrangements claims or commitments of any character to which the Company is a party or by which the Company is bound 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 to issue issue, transfer or sell any shares of capital stock of, or other equity interests in, interest in the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted its Subsidiaries or Company Warrants, Convertible Notes securities convertible into or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereofexchangeable for such shares or equity interests, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, or (z) voting trusts or similar agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of its Subsidiaries. Section 3.2(a) of the Company Disclosure Letter sets forth the following information with respect to each Company Stock Options outstanding as of the Cut-off Time: (i) the name of the holder and (ii) the number of shares of Company Common Stock issuable upon exercise thereof. Immediately after the consummation of the First Merger, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or any capital stock other rights, convertible or exchangeable securities, agreements, claims or commitments of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned character by which the Company or a Company Subsidiary is free and clear any of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on its Subsidiaries will be bound calling for the Company's purchase or such other Company Subsidiary's voting rights, charges and other encumbrances issuance of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 shares of the Company Disclosure Letter there are no outstanding material contractual obligations capital stock of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or any other such securities or agreements. (i) All of the issued and outstanding shares of capital stock (or equivalent equity interests of entities other than corporations) of each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company Subsidiary free and clear of any Liens, other than statutory Liens for Taxes not yet due and payable and such restrictions as may exist under applicable Law, and all such shares or other ownership interests have been duly authorized, validly issued and are fully paid and non-assessable and free of preemptive rights, with no personal liability attaching to provide funds tothe ownership thereof, and (ii) neither the Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or make any investment (in the form of a loan, capital contribution or otherwise) interest in, any other Person, except for the securities of the Subsidiaries of the Company, or is obligated to make any capital contribution to or other investment in any other Person. (c) No indebtedness of the Company Subsidiary that is not wholly owned or any of its Subsidiaries contains any restriction (other than customary notice provisions) upon (i) the prepayment of any indebtedness of the Company or any of its Subsidiaries, (ii) the incurrence of indebtedness by the Company or in any other personof its Subsidiaries, or (iii) the ability of the Company or any of its Subsidiaries to grant any Lien on the properties or assets of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Company Common Stock Stock, and (ii) 100,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK"“Preferred Stock”). As of the close of business on April 3010, 1999, 2019 (the “Capitalization Date”): (i) 37,846,789 88,728,473 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, other than Restricted Shares; (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and or outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; (iii) 4,550,333, 5,453,800 and 9,910,462 2,274 shares of Company Common Stock were reserved for issuance upon held by the Company in its treasury; (iv) there were (A) 4,787,699 shares of Common Stock underlying outstanding Options with a weighted average exercise price of $21.39, (B) 74,192 Restricted Shares outstanding, (C) 337,744 shares of Common Stock underlying PSU Awards (assuming the target number of PSUs under outstanding PSU Awards) and (D) 489,948 shares of Common Stock underlying RSU Awards, in each such case granted under the Company Stock Options, Company Warrants or convertible debentures or notes, respectivelyPlans. (b) Between April 30, 1999 and From the close of business on the Capitalization Date through the date of this Agreement, no Company Stock Options Shares, Options, Restricted Shares, PSUs, RSUs or other rights to purchase or receive Shares have been granted by or issued, except for Shares issued pursuant to the Company under exercise of Options, the PLD Equity Compensation Plan (vesting of Restricted Shares, PSUs and RSUs, in each case that were outstanding on the "COMPANY'S OPTION PLAN")Capitalization Date and in accordance with their terms. Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements as set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth3.3(a), as of the date of this Agreement, (wi) there are not outstanding, authorized or reserved for issuance any (A) shares of capital stock or other voting securities of the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issuedCompany, (xB) securities of the aggregate principal amount Company convertible into or exchangeable for shares of Convertible Notes capital stock or voting securities of the Company, (C) options, warrants, calls, phantom stock or other rights to acquire from the Company, or obligations of the Company to issue or sell, any capital stock, voting securities or securities convertible into, exercisable for, or exchangeable for, or giving any Person a right to subscribe for or acquire, any capital stock or voting securities of the Company or (D) rights issued by the Company or any of its subsidiaries that are linked to, or based upon, the value of shares of capital stock or voting securities of the Company (collectively, “Company Securities”), and News Notes (ii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. All outstanding Shares, and all Shares reserved for issuance as noted in Section 3.3(a), when issued in accordance with the applicable conversion prices respective terms thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, or will be duly authorized, validly issued, fully paidpaid and non-assessable and free of pre-emptive or similar rights. Each of the outstanding shares of capital stock or other voting securities of each of the Company’s subsidiaries is (i) duly authorized, nonassessable validly issued, fully paid and will not be subject to preemptive rightsnonassessable, (ii) owned by the Company or another subsidiary of the Company or by the other Person or Persons set forth in Section 3.1 of the Company Disclosure Schedule and (iii) owned free and clear of all Liens and limitations in voting rights (other than (x) Permitted Liens described in clause (vi) of the definition thereof and (y) transfer restrictions under applicable federal and state securities Laws). Except as set forth in this Section 3.3(b), there are not outstanding or authorized any (A) shares of capital stock or other voting securities of the Company’s subsidiaries, (B) securities of any of the Company’s subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of any such subsidiary, (C) preemptive rights, options, warrants, calls, phantom stock, conversion rights, redemption rights, repurchase rights or other rights to acquire from the Company or any of the Company’s subsidiaries, or obligations of the Company or any of the Company’s subsidiaries to issue or sell, any capital stock, voting securities or securities convertible into, exercisable for, or exchangeable for, or giving any Person a right to subscribe for or acquire, any capital stock or voting securities of the Company or any such subsidiary or (D) rights that are linked to, or based upon, the value of shares of capital stock or other voting securities of the Company’s subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter pursuant to the terms thereof. No subsidiary of the Company owns any Shares. (c) Section 3.3(c) of the Company Disclosure LetterSchedule contains a correct and complete list of Options, Restricted Shares, PSU Awards and RSUs outstanding as of April 10, 2019, including the holder, date of grant, vesting schedule, number of Shares covered by or subject to the award (including, with respect to PSU Awards, target number of shares of Common Stock subject to the award), the Company Stock Plan under which the award was granted and, where applicable, exercise price and term. All grants of Options, Restricted Shares, PSUs and RSUs were validly issued and properly approved by the Company Board (or a committee thereof) in accordance with the applicable Company Stock Plan and applicable Law, including the applicable requirements of the New York Stock Exchange. (d) As of the date of this Agreement, (i) there are is no outstanding contractual obligations indebtedness for borrowed money (or guarantees thereof) of the Company or any its subsidiaries (excluding intercompany indebtedness among the Company Subsidiary to repurchaseand/or wholly-owned subsidiaries) other than indebtedness reflected on the consolidated balance sheet of the Company and its subsidiaries as of December 31, redeem 2018 (or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except the notes thereto) set forth in the Company’s Form 10-K filed February 26, 2019 and as set forth in Section 3.3(c3.3(d) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable Schedule and not subject to preemptive rights and each such share owned by (ii) neither the Company or nor any of its subsidiaries is a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds party to, or make has any investment (in the form of commitment to become a loan, capital contribution or otherwise) inparty to, any Company Subsidiary that is not wholly owned “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). The Company does not have outstanding any bonds, debentures, notes or in other indebtedness having the right to vote on any other personmatters on which stockholders may vote pursuant to the terms thereof.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 7,000,000 shares of Company Common Stock and (ii) 100,000,000 100,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per share (the "COMPANY PREFERRED STOCKPreferred Stock"). As of April 30October 31, 19991998, (ia) 37,846,789 1,744,949 shares of Company Common Stock were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to preemptive rights, nonassessable; (iib) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all outstanding and no action had been taken by the Board of which were validly issued Directors of the Company with respect to the designation of the rights and are fully paid, nonassessable and not subject to preemptive rights, preferences of any series of Preferred Stock; (iiic) 4,550,333, 5,453,800 and 9,910,462 37,100 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan stock options (the "COMPANY'S OPTION PLANOptions"). Except for (i) Company Stock Options granted pursuant to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's 1981 Non-Qualified Stock Option Planand Stock Appreciation Rights Plan and 1981 Incentive Stock Option and Stock Appreciation Rights Plan (collectively, or under agreements or arrangements set forth in Section 3.3(bthe "Company Option Plans"); (d) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 357,311 shares of Company Common Stock and (iii) $26,500,000 principal amount no shares of Preferred Stock were held in the treasury of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated Company; ("NEWS NOTES"e) convertible for 3,840,580 and 6,069,882 no Company Subsidiary owns any shares of Company Common Stock, respectively, the Company's capital stock; and (f) there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments securities of any character to Company Subsidiary outstanding which the Company is a party are convertible into or by which the Company is bound relating to the issued exercisable or unissued exchangeable for capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any Company. Except as set forth above, no shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Section 3.3(b) voting securities of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices are reserved for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options issuance or are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) outstanding. All shares of Company Common Stock subject to issuanceissuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personnonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock and 75,000,000 Shares, (ii) 100,000,000 10,000,000 shares of Preferred Class B Common Stock (“Company Class B Common Stock”), (iii) 1,530 shares of Series D preferred stock, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK"“Company Series D Preferred Stock”). , and (iv) 100,000 shares of Series E preferred stock, par value $0.01 per share (“Company Series E Preferred Stock”). (b) As of April 30the close of business on October 14, 1999, 2010: (i) 37,846,789 7,759,063 Shares were issued and outstanding (including 10,000 shares of Restricted Stock), including the associated Preferred Share Purchase Rights (collectively, the “Rights”) issued pursuant to the Amended and Restated Rights Agreement dated as of January 4, 2008, as amended, between the Company and Computershare, as Rights Agent (the “Rights Agreement”); (ii) no shares of Company Class B Common Stock were issued and or outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; (iiiii) 405,217 1,530 shares of Company Series II Preferred Stock and 41,667 shares of Series III D Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, ; (iiiiv) 4,550,333, 5,453,800 and 9,910,462 100,000 shares of Company Common Series E Preferred Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. the Rights under the Rights Agreement; (bv) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted 1,428,687 Shares were held by the Company under the PLD Equity Compensation Plan in its treasury; (the "COMPANY'S OPTION PLAN"). Except for (ivi) Company Stock there were outstanding Options to purchase an aggregate of 4,550,333 610,920 Shares; (vii) 499,483 Shares remained available for issuance under the Stock Plans; and (viii) there were no other shares of Company Common Stock outstanding or available for grant under capital stock of the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure LetterOptions, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no optionssubscriptions, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights convertible securities or other rights, agreements, arrangements agreements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued issuance, transfer, sales, delivery, voting or unissued redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for any of the 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 other equity interests of, or other equity ownership interests in, the Company or any Company Subsidiaryoutstanding on such date, except pursuant to this Agreement. All issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights. (c) Section 3.3(b3.2(c) of the Company Disclosure Letter sets forthlists, as of the close of business on October 14, 2010, each Option of the Company outstanding, the number of Shares issuable thereunder and the expiration date and the exercise or conversion price relating thereto. During the period from October 14, 2010 to the date of this Agreement, (wi) the persons to whom Company Stock Options there have been granted or no issuances by the Company Warrantsof shares of capital stock of the Company other than issuances of capital stock of the Company pursuant to the exercise of Options outstanding on such date, Convertible Notes or News Notes and (ii) there have been issuedno issuances of Options or other options, (x) warrants or other rights to acquire capital stock of the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestCompany. (cd) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time Except for dividends on the terms and conditions specified in Company Series D Preferred Stock, the instruments under which they are issuableCompany has not, will be duly authorizedsubsequent to October 14, validly 2010, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, fully paidor authorized or effected any split-up or any other recapitalization of, nonassessable any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. The Company has not heretofore agreed to take any such action, and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or of any Company Subsidiary kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorizedthe Company, validly issued, fully paid, nonassessable and not subject except pursuant to preemptive rights and each such share owned by this Agreement. Other than the Company or a Company Subsidiary is free Common Stock 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter Series D Preferred Stock, there are no outstanding material contractual obligations bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or, other than the outstanding Options and Rights, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (e) Except as otherwise set forth in this Section 3.2 and for the Company Series E Preferred Stock issuable upon exercise of the Rights, (i) as of October 14, 2010, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company 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 of any of the Company Subsidiary to provide funds to, Subsidiaries or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by obligating the Company or in any other personof the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 48,000,000 shares of Company Common Stock common stock, par value $0.001 per share, and (ii) 100,000,000 1,817,795 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")undesignated preferred stock. As of April 30, 1999, (i) 37,846,789 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 34,203,446 Shares are issued and outstanding, (ii) no shares of Company Common Stock preferred stock are issued an outstanding, (iii) no Shares are issued and held in the treasury of the Company, (iv) a total of 2,101,510 Shares are reserved for issuance upon the exercise of outstanding or Options at a weighted average exercise price of $23.13 per Share, (v) a total of 803,512 Shares subject to Options are vested and exercisable as of the date of this Agreement at a weighted average exercise price of $11.76 per Share, (vi) a total of 691,139 Shares are available for future grant under the Option Plans, (vii) 1,297,998 unvested Shares are issued and outstanding and (viii) a total of 341,454 Shares are subject to Restricted Stock Unit awards. All of the outstanding shares of the Company's Option Plan’s common stock are, and all shares that may be issued pursuant to the exercise of outstanding Options will be, duly authorized, validly issued, fully paid and non-assessable. There is no outstanding indebtedness for borrowed money of the Company. There is no indebtedness having general voting rights (or under agreements or arrangements set forth in Section 3.3(bconvertible into securities having such rights) (“Voting Debt”) of the Company Disclosure Letterissued and outstanding. Except as disclosed in this Section 3.3, (iii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no existing options, warrants, conversion calls, pre-emptive rights, stock appreciation rights, redemption rights, repurchase rights subscriptions or other rights, restricted stock awards, restricted stock unit awards, agreements, arrangements arrangements, understandings or commitments of any character to which the Company is a party or by which the Company is bound kind 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. Section 3.3(b) of obligating the Company Disclosure Letter sets forthto issue, as of the date of this Agreementtransfer, (w) the persons register or sell or cause to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been be issued, (x) the aggregate principal amount transferred, registered or sold any shares of Convertible Notes and News Notes outstanding and the applicable conversion prices thereofcapital stock or Voting Debt of, (y) the exercise prices for or other equity interest in, the Company Stock Options and or securities convertible into or exchangeable for such shares or equity interests or other securities, or obligating the Company Warrants held by each to grant, extend or enter into any such person option, warrant, call, subscription or other right, restricted stock award, restricted stock unit award, agreement, arrangement, understanding or commitment and (zii) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual obligations agreements, arrangements, understandings or commitments of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock Shares or any the capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary capital stock or other equity interests in any Person or to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) inin any Person. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Since March 31, 2008, the Company has not granted or issued any Options, Restricted Stock or Restricted Stock Unit awards or any other awards under any of the Option Plans. (b) All of the Options have been granted solely to individuals who, as of the date of grant, were employees, consultants (who are individuals) or directors of the Company. All Options granted under the Option Plans have been granted pursuant to option award agreements substantially in the form attached as an exhibit to Section 3.3(b)(i) of the Company Subsidiary that Disclosure Schedule. The per Share exercise price of each Option is not wholly owned (and is not deemed to be) less than the fair market value of a Share as of the date of grant of such Option. All grants of Options were validly issued and properly approved by the Company Board of Directors (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws and recorded on the Financial Statements in accordance with GAAP. All Restricted Stock awards granted under the Option Plans have been granted pursuant to restricted stock award agreement(s) substantially in the form attached as an exhibit to Section 3.3(b)(ii) of the Company Disclosure Schedule. All Restricted Stock Unit awards granted under the Option Plans have been granted pursuant to restricted stock unit award agreement(s) substantially in the form attached as an exhibit to Section 3.3(b)(iii) of the Company Disclosure Schedule. (c) There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party relating to the voting or disposition of any other personshares of the capital stock of the Company, or granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the board of directors of the Company. (d) All dividends or distributions on securities of the Company that have been declared or authorized have been paid in full.

Capitalization. (a) The authorized capital stock of the Company AWS consists of (i) 100,000,000 of: 10,000,000,000 shares of Company AWS Common Stock and (ii) 100,000,000 1,000,000,000 shares of Preferred Stock, $0.01 par value $.01 per share share. (the "COMPANY PREFERRED STOCK"). b) As of April 30September 28, 1999, 2001: (i) 37,846,789 2,529,907,793 shares of Company AWS Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares Stock, $0.01 par value per share, of Series III Preferred Stock AWS were issued and outstanding; and as of the close of business on September 28, 2001 there were outstanding options to acquire 177,367,550 shares of AWS Common Stock and outstanding warrants (all of which were validly issued and are fully paid, nonassessable and not subject warrants had an exercise price on such date of $35.00 per share of AWS Common Stock) to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 acquire 41,784,273 shares of Company AWS Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN")Stock. Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements as set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyabove, there are no other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary agreements that obligate AWS to issue or sell any shares of capital stock AWS Common Stock. None of the outstanding shares of AWS Common Stock are subject to, nor were they issued in violation of, or other equity interests inany purchase option, the Company call option, right of first refusal, preemptive right, subscription right or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestsimilar right. (c) All outstanding shares of Company AWS Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issuedissued (including pursuant to the Securities Act), fully paid, nonassessable paid and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable non-assessable and not subject to any kind of preemptive rights (or similar) rights. (d) As of October 7, 2001, AWS and each such share owned by the Company or a Company Subsidiary is free its Subsidiaries own: (i) 18,288,835 shares of TeleCorp Class A Voting Common Stock, (ii) no shares of TeleCorp Class C Common Stock, (iii) 20,902 shares of TeleCorp Class D Common Stock, (iv) no shares of TeleCorp Class E Common Stock, (v) 2,309.31 shares of TeleCorp Class F Common Stock, (vi) 97,472.84 shares of TeleCorp Series A Preferred Stock, (vii) 90,688.33 shares of TeleCorp Series B Preferred Stock, (viii) 3,070.58 shares of TeleCorp Series C Preferred Stock, (ix) 49,416.98 shares of TeleCorp Series D Preferred Stock, (x) no shares of TeleCorp Series E Preferred Stock, (xi) 14,912,778 shares of TeleCorp Series F Preferred Stock and clear (xii) 46,374 shares 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personTeleCorp Series G Preferred Stock.

Capitalization. (ai) The As of June 20, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consists consisted of (i) 100,000,000 10,000,000 shares of Company Common Stock convertible preferred stock, par value $0.0001 per share (the “Convertible Preferred Stock”), none of which were issued and outstanding and (ii) 100,000,000 500,000,000 shares of Preferred Common Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30, 1999, (i) 37,846,789 65,395,159 shares of Company Common Stock which were issued and outstanding, all . The Convertible Preferred Stock and the Common Stock are collectively referred to herein as the “Capital Stock.” All of which were the issued and shares of Capital Stock have been duly authorized and validly issued and are fully paid, paid and nonassessable and not subject to preemptive rightsare free of any Encumbrances. As of the Capitalization Date, the Company has reserved (iiA) 405,217 (i) 1,667 shares of Series II Preferred Common Stock and 41,667 shares of Series III Preferred Stock were issued and outstandingfor issuance under the Company’s 2013 Equity Incentive Plan, all as amended (the “2013 Plan”), of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 1,667 shares of Company Common Stock were have been reserved for issuance upon exercise or settlement of Company restricted stock units granted and outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation 2013 Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 and no shares of Company Common Stock outstanding or remain available for grant under future issuance pursuant to the Company's Option 2013 Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 499,402 shares of Company Common Stock for issuance under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), of which 499,402 shares have been reserved for issuance upon exercise or settlement of Company options granted and outstanding under the 2015 Plan and no shares remain available for future issuance pursuant to the 2015 Plan, (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 13,432,161 shares of Common Stock for issuance under the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”), of which 8,687,838 shares have been reserved for issuance upon exercise or settlement of Company options granted and outstanding under the 2016 Plan and 4,744,323 shares remain available for future issuance pursuant to the 2016 Plan, (iv) 1,100,000 shares of Common Stock for issuance under the Company’s 2018 Equity Inducement Plan, as amended (the “2018 Plan”), of which 306,000 shares have been reserved for issuance upon exercise or settlement of Company options granted and outstanding under the 2018 Plan and 794,000 shares remain available for future issuance pursuant to the 2018 Plan and (v) 667,546 shares of Common Stock for issuance pursuant to the Company’s CEO Inducement Grant (the “2022 Inducement Grant”), of which 667,546 shares have been reserved for issuance upon exercise or settlement of Company options granted and outstanding pursuant to the 2022 Inducement Grant and no shares remain available for future issuance pursuant to the 2022 Inducement Grant, (B) 2,323,888 shares of Common Stock for future issuance pursuant to the Company’s 2016 Employee Stock Purchase Plan (of which 498,554 shares have been issued and are currently outstanding) and (C) 28,869,251 shares of Common Stock for issuance upon the exercise of 28,891,578 pre-funded warrants to acquire shares of Common Stock, respectivelyall of which remain subject to exercise in exchange for Common Stock. As of the date hereof, the Company has declared a distribution of one contingent value right for each outstanding share of Common Stock as of immediately prior to the closing of the Merger, representing the right to receive contingent payments, payable in cash or Common Stock, upon the occurrence of certain events relating to the sale of the Company’s legacy non-cash assets (the “CVRs”). After giving effect to the Merger and the issuance of the Securities, the Company will have 1,086,341 shares of Series A Preferred Stock authorized, 1,086,341 of which will be issued and outstanding. None of the outstanding shares of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. Except as otherwise set forth in this Agreement or in the Merger Agreement, as of the date hereof there are no outstanding options, warrants, rights (including conversion or preemptive rights, stock appreciation rights, redemption rights, repurchase rights or other rights), agreements, arrangements or commitments of any character to which the Company is a party character, whether or by which the Company is bound not contingent, relating to the issued or unissued capital stock Capital Stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares share of capital stock Capital Stock of, or other equity interests interest in, the Company or any Company SubsidiaryCompany. Section 3.3(b) The issuance and sale of the Securities (including, subject to the Company Disclosure Letter sets forthobtaining the Requisite Stockholder Approval, the issuance of Conversion Shares upon conversion of the Securities) will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. (ii) Effective as of the date consummation of this Agreementthe Merger, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, Spyre will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) a wholly-owned subsidiary of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (i) The total number of shares of all classes of capital stock which the Company is authorized to issue is 250,000,000 shares, which consists of (a) The authorized capital stock 245,000,000 shares of the Company common stock, par value $0.0001 per share (“Common Stock”), which Common Stock consists of (i) 100,000,000 210,000,000 shares of Company Class A Common Stock and (ii) 100,000,000 35,000,000 shares of Preferred Class B Common Stock, par value $.01 0.0001 per share (the "COMPANY PREFERRED STOCK"“Class B Common Stock”), and (b) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), of which 185,000 shares of Preferred Stock are authorized as Series B-1 Preferred Stock. As of April 30the close of business on June 15, 19992020 (the “Capitalization Date”), there were 46,217,170 shares of Class A Common Stock outstanding, 28,508,750 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding. As of the close of business on the Capitalization Date, (i) 37,846,789 2,905,179 shares of Class A Common Stock remained available for issuance pursuant to the AdaptHealth Corp. 2019 Stock Incentive Plan (the “Stock Plan”), (ii) options to purchase 3,464,001 shares of Class A Common Stock (“Company Stock Options”) pursuant to the Stock Plan were outstanding, (iii) 1,572,203 unvested shares of Class A Common Stock granted pursuant to the Stock Plan were outstanding (together with the Company Stock Options, the “Company Stock Awards”), (iv) 1,000,000 shares of Class A Common Stock remained available for issuance pursuant to the AdaptHealth 2019 Employee Stock Purchase Plan and (v) public and private Warrants to acquire 7,946,237 shares of Class A Common Stock were outstanding. All of the issued and outstanding, all outstanding shares of which were Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to free of preemptive or similar rights, (ii) 405,217 shares of Series II Preferred Stock . From the Capitalization Date through and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) no other shares of Common Stock or Preferred Stock have been issued other than shares of Common Stock issued in respect of the persons to whom exercise of Company Stock Options or grant or payment of Company Stock Awards in the ordinary course of business. The Company does not have been granted outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for, securities having the right to vote) on any matters on which the stockholders of the Company Warrants, Convertible Notes or News Notes have been issued, may vote (x“Voting Debt”) the aggregate principal amount are issued and outstanding. Except (i) pursuant to any cashless exercise provisions of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the any Company Stock Options and or pursuant to the surrender of shares to the Company Warrants held or the withholding of shares by each such person and (z) whether such the Company to cover tax withholding obligations under Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those or Company Stock Options vest. Awards, (cii) All shares of Company Common Stock subject to issuance, upon issuance prior to for the Effective Time on the terms Warrants and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except (iii) as set forth in Section 3.3(c) of 2.02(d)(i), the Company Disclosure Letterdoes not have and is not bound by any outstanding options, there are no outstanding contractual obligations preemptive rights, rights of first offer, warrants, calls, commitments or other rights or agreements calling for the purchase, sale or issuance of, or securities or rights convertible into, or exchangeable for, any shares of Common Stock or any other equity securities of the Company or Voting Debt or any Company Subsidiary securities representing the right to repurchase, redeem purchase or otherwise acquire receive any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company (including any rights plan or a 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 (collectively, "LIENS"agreement). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. As of February 6, 1997: (ai) The the authorized capital stock of the Company consists consisted of (i) 100,000,000 120,000,000 shares of Company Common Stock and (ii) 100,000,000 10,800,000 shares of Preferred Stock; (ii) 34,509,812 shares of Company Common Stock, par value 4,232 shares of $.01 per share 4.50 Series A Convertible Preferred Stock (the "COMPANY PREFERRED STOCKSeries A Preferred Stock"). As ) and 1,678 shares of April 30$5.00 Series B Convertible Preferred Stock (the "Series B Preferred Stock," and together with the Series A Preferred Stock, 1999, the "Company Preferred Stock") were issued and outstanding; and (iiii) 37,846,789 stock options to acquire 1,360,180 shares of Company Common Stock (such options, together with (a) up to no more than 175,661 shares of restricted stock that may be issued in connection with the exercise of such options under the Company's restricted stock plans and arrangements, (b) any additional options as may be granted upon exercise of such options in accordance with the "reload" provisions of the Company's stock option plans, and (c) any additional shares of restricted stock that may be issued in connection with the exercise of the "reload" options referred to in clause (b), the "Company Stock Incentives") were outstanding under all stock option plans of the Company. All the issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 outstanding shares of Company Common Stock were reserved for issuance and Company Preferred Stock are validly issued, fully paid and nonassessable and free of preemptive rights. Since February 6, 1997 to the date hereof, no shares of the Company's capital stock have been issued, except Company Common Stock issued upon exercise of outstanding Company Stock Options, Incentives or upon conversion of Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN")Preferred Stock. Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 Incentives, (ii) 4,232 shares of Company Common Series A Preferred Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements (iii) 1,678 shares of Series B Preferred Stock and (iv) as set forth in Section 3.3(b) 5.2 of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount as of the Convertible Notes and $9,550,000 principal amount date of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, this Agreement there are no options, warrants, conversion subscriptions, calls, rights, stock appreciation rights, redemption rights, repurchase rights convertible securities or other rights, agreements, arrangements agreements or commitments of any character to which the Company is a party or by which the Company is bound 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 ofissue, or other equity interests intransfer, the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forthsell, as of the date of this Agreementredeem, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem repurchase or otherwise acquire any shares of Company Common Stock or any its capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other personstock.

Capitalization. The capitalization of the Company is as follows: (ai) The authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Company Common Stock and (ii) 100,000,000 5,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"). As of April 30, 1999, (i) 37,846,789 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, . (ii) 405,217 As of September 30, 2011, the issued and outstanding capital stock of the Company consisted of 16,670,781 shares of Series II Preferred Common Stock and 41,667 . The shares of Series III Preferred Stock were issued and outstandingoutstanding capital stock of the Company have been duly authorized and validly issued, all of which were validly issued and are fully paid, paid and nonassessable and have not been issued in violation of or are not otherwise subject to any preemptive or other similar rights, . (iii) 4,550,333As of September 30, 5,453,800 and 9,910,462 2011, the Company had (1) 7,456,920 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company options granted under the Company’s 2006 Stock OptionsIncentive Plan (the “Stock Incentive Plan”), Company Warrants or convertible debentures or notes(2) 4,200,000 shares of Common Stock reserved for issuance upon exercise of outstanding warrants, respectivelyand (3) 443,038 shares of Common Stock reserved for issuance upon exercise of outstanding non-plan options. (biv) Between April As of September 30, 1999 and the date of this Agreement2011, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 had 2,156,589 shares of Company Common Stock outstanding or available for future grant under the Company's Option Stock Incentive Plan, or under agreements or arrangements set forth in Section 3.3(b. (v) As of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectivelyExecution Date, there are have been no optionschanges to Section 3(b)(i) through (iv), warrantsexcept for the following (1) on October 10, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound 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 in2011, the Company or any Company Subsidiary. Section 3.3(bgranted options to purchase 490,000 shares of Common Stock under the Stock Incentive Plan, and (2) of prior to the Execution Date, the Company Disclosure Letter sets forth, as issued 1,000,000 shares of Series A Preferred Stock to the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestOther Investors. (cvi) All shares With the exception of Company Common Stock subject the foregoing in this Section 3(b), any securities issuable pursuant to issuance, upon issuance prior to the Effective Time anti-dilution adjustments on the terms and conditions specified securities included in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in this Section 3.3(c) of the Company Disclosure Letter3(b), there are no outstanding contractual obligations subscriptions, options, warrants, convertible or exchangeable securities or other rights granted to or by the Company to purchase shares of Common Stock or other securities of the Company and there are no commitments, plans or any Company Subsidiary arrangements to repurchase, redeem or otherwise acquire issue any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except security convertible into or exchangeable for Common Stock, except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (disclosed in the form of a loanForm S-4/A filed on October 4, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other person2011.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 75,000,000 shares of Company Common Stock and (ii) 100,000,000 shares the common stock of Preferred Stockthe Company, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK"“Company Common Stock”) and 5,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of the close of business on April 3017, 19992006 (the “Cut-off Time”), (i) 37,846,789 50,535,069 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 3,338,886 shares of Series II Preferred Company Common Stock and 41,667 were authorized for issuance pursuant to the Company Option Plans; (iii) 748,526 shares were authorized for issuance under the Company Employee Stock Purchase Plan; (iv) 601,596 shares were authorized for issuance under the Company 401(k) Plan; (v) no shares of Series III Company Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iiivi) 4,550,333, 5,453,800 and 9,910,462 no shares of Company Common Stock were reserved for issuance other than those to be issued under the Company Stock Purchase Plan or Company 401(k) Plan or upon the exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by awards under the Company under Option Plans. As of the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for Cut-off Time, (i) Company Stock Options to purchase an aggregate of 4,550,333 1,127,751 shares of Company Common Stock are subject to outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure LetterOptions, (ii) Company Warrants to purchase an aggregate of 5,453,800 103,152 shares of Company Common Stock are issuable pursuant to awards under the Company’s Star Program, and (iii) $26,500,000 principal amount 543,939 shares of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 Company Common Stock are restricted shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments of any character . From the Cut-off Time to which the Company is a party or by which the Company is bound 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (wi) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All no additional shares of Company Common Stock subject have been issued (other than pursuant to issuanceCompany Options, upon issuance prior to Performance Stock Awards or Company Stock Awards which were outstanding as of the Effective Cut-off Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth disclosed in Section 3.3(c3.2(a) of 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 any capital stock of any Company Subsidiary. Except Letter as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"contemplated below). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.,

Capitalization. (a) The authorized capital stock of the Company Comcast consists of (i) 100,000,000 200,000,000 shares of Company Comcast Class A Common Stock, (ii) 50,000,000 shares of Comcast Class B Common Stock, (iii) 2,500,000,000 shares of Comcast Class A Special Common Stock and (iiiv) 100,000,000 20,000,000 shares of Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK")preferred stock. As of April the close of business on November 30, 19992001, there were outstanding (1) 21,829,422 shares of Comcast Class A Common Stock, (i2) 37,846,789 9,444,375 shares of Company Comcast Class B Common Stock, (3) 913,778,527 shares of Comcast Class A Special Common Stock were (inclusive of shares issued and outstanding, pursuant to the Comcast ESPP but exclusive of all shares of which were validly issued and are fully paid, nonassessable and not subject to preemptive rightsrestricted stock granted under any compensatory plan or arrangements), (ii4) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Comcast Stock Options to purchase an aggregate of 4,550,333 55,853,196 shares of Company Comcast Class A Special Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) (of the Company Disclosure Letter, (ii) Company Warrants which options to purchase an aggregate of 5,453,800 16,822,181 shares of Company Comcast Class A Special Common Stock and were exercisable), (iii5) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stockphantom shares, respectively, there are no options, warrants, conversion rightsstock units, stock appreciation rights, redemption rights, repurchase rights other stock-based awards or other rightsdeferred stock awards issued under any stock option, agreementscompensation or deferred compensation plan or arrangement with respect to an aggregate of 6,808,916 shares of Comcast Class A Special Common Stock and (6) no shares of preferred stock. As of November 30, arrangements 2001, no shares of Comcast Common Stock were held in trust or commitments of any character to which the Company is a party or by which the Company is bound 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 in treasury. All outstanding shares of capital stock ofof Comcast have been, and all shares that may be issued pursuant to any compensatory plan or other equity interests inarrangement will be, when issued in accordance with the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices respective terms thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable paid and will not be subject to preemptive rights. nonassessable. (b) Except as set forth in this Section 3.3(c) 5.05 and for changes since November 30, 2001 resulting from the exercise of Comcast Stock Options and the Company Disclosure Lettervesting of Comcast Equity Awards outstanding on such date, including, for the avoidance of doubt, options to purchase stock under the Comcast ESPP (and the grant or award of Comcast Stock Options and Comcast Equity Awards in the ordinary course of business and the exercise thereof, including, for the avoidance of doubt, options to purchase stock under the Comcast ESPP), there are no outstanding contractual (i) shares of capital stock or voting securities of Comcast, (ii) securities of Comcast or any Comcast Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of Comcast or (iii) options or other rights to acquire from Comcast or any Comcast Subsidiary, or other obligations of the Company Comcast or any Company Comcast Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Comcast. There are no outstanding obligations of Comcast or any Comcast Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Lettersecurities referred to in clause (i), each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company (ii) or a 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 (iii) above (collectively, the "LIENSComcast Securities"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (a) The authorized capital stock of the Company -------------- consists of (i) 100,000,000 25,000,000 shares of Company Class A Common Stock and (ii) 100,000,000 Stock, par value $0.01 per share, 2,000,000 shares of Class B Common Stock, par value $0.01 per share, and 2,000,000 shares of undesignated Preferred Stock, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK")share. As of April 30March 15, 19992000, (i) 37,846,789 7,864,737 shares of Company Class A Common stock were issued and outstanding, (ii) 0 shares of Class B Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333no Company Shares were held in the treasury of the Company or any of its Subsidiaries, 5,453,800 and 9,910,462 shares of (iv) 3,321,616 Company Common Stock were Shares are reserved for issuance upon exercise of outstanding Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by pursuant to the Company under the PLD Equity Compensation Plan Option Plans, of which employee stock options to purchase 2,443,222 Company Shares are outstanding and 433,003 are available for future grant (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options of which options to purchase an aggregate of 4,550,333 604,067 shares were exercisable). As of March 15, 2000, 500,000 Company Common Stock outstanding or available for grant Shares were reserved under the Company's Option Employee Stock Purchase Plan, of which 318,810 shares have been granted. All the outstanding shares of the Company's capital stock are, and all Company Shares that may be issued pursuant to the exercise of outstanding employee stock options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in this Section 3.2 and except for changes since the close of business on March 15, 2000 resulting from the exercise of employee stock options outstanding on such date or under agreements options granted as permitted by Section 5.1, there are outstanding (x) no shares of capital stock or arrangements set forth in Section 3.3(bother voting securities of the Company, (y) no securities of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 convertible into or exchangeable for shares of Company Common Stock capital stock or voting securities of the Company, and (iiiz) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrantswarrants or other rights to acquire from the Company, conversion and no preemptive or similar rights, stock appreciation rights, redemption rights, repurchase rights subscription or other rights, convertible securities, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound character, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company Subsidiary or obligating the Company to grant, extend or enter into any Company Subsidiary to issue or sell any shares of capital stock ofsuch option, warrant, subscription or other equity interests inright, convertible security, agreement, arrangement or commitment (the Company or any Company Subsidiary. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, items in clauses (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof), (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such being referred to collectively as the "Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rightsSecurities"). Except as set forth in Section 3.3(c) of the Company Disclosure Letter, 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 any capital stock of any Company SubsidiarySecurities. Except There are not as set forth in Section 3.3(c) of the Company Disclosure Letterdate hereof and there will not be at the Effective Time any stockholder agreements, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject voting trusts or other agreements or understandings to preemptive rights and each such share owned by which the Company or any of its Subsidiaries is a Company Subsidiary party or by which it is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on bound relating to the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever (collectively, "LIENS"). Except as set forth in Section 3.3 shares of the Company Disclosure Letter there are no outstanding material contractual obligations capital stock of the Company or any Company Subsidiary to provide funds toagreements, arrangements, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by other understandings to which the Company or any of its Subsidiaries is a party or by which it is bound that will limit in any other personway the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 600,000,000 shares of Company Common Stock and (ii) 100,000,000 10,000,000 shares of Preferred Stockpreferred stock, $0.001 par value $.01 per share (the "COMPANY PREFERRED STOCK")value. As of April 30July 1, 19992013, there were (i) 37,846,789 22,147,199 shares of Company Common Stock were issued and outstanding, all (ii) no shares of Company Common Stock held in the treasury of the Company, (iii) 11,122,358 shares of Company Common Stock issuable upon exercise of outstanding Company Options, of which were 70,204 shares are issuable upon exercise of outstanding Company Options under the 2003 Plan, 573,457 shares are issuable upon exercise of outstanding Company Options under the 2004 Plan, 10,418,770 shares are issuable upon exercise of outstanding Company Options under the 2010 Plan, and 59,927 shares are issuable upon exercise of outstanding Company Options issued outside of any Company Plan, (iv) no shares of Company Common Stock issuable upon exercise of outstanding Company ESPP Rights, (v) 1,801,783 shares of Company Common Stock issuable upon exercise of the Company Warrants, (vi) 412,562 shares of Series A-1 Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A-1 Preferred Stock”), issued and outstanding and 71,974,609 shares of Company Common Stock issuable upon conversion of the Series A-1 Preferred Stock, (vii) 137,156 shares of Series A-2 Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A-2 Preferred Stock”), issued and outstanding and 51,825,807 shares of Company Common Stock issuable upon conversion of the Series A-2 Preferred Stock, (viii) 180,000 shares of Series A-3 Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A-3 Preferred Stock”, together with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”), issued and outstanding and 54,838,939 shares of Company Common Stock issuable upon conversion of the Series A-3 Preferred Stock, and (ix) no other shares of preferred stock of the Company issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, nonassessable paid and not subject to preemptive rights, (ii) 405,217 shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 nonassessable. All shares of Company Common Stock were issuable upon exercise or settlement of Company Options have been duly reserved for issuance by the Company, and upon exercise any issuance of outstanding such shares in accordance with the terms of the applicable Company Stock OptionsPlan, Company Warrants or convertible debentures or notesotherwise in accordance with the terms of the applicable award agreement, respectivelywill be duly authorized, validly issued and fully paid and non-assessable. (b) Between April 30Except with respect to Equity Interests set forth in Section 3.2(a) or pursuant to the Investment Agreements, 1999 and as of the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of the Company Disclosure Letter, (ii) Company Warrants to purchase an aggregate of 5,453,800 shares of Company Common Stock and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, Agreement there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock Equity Interests 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, Equity Interests in the Company or any Company SubsidiaryCompany. Section 3.3(b3.2(b) of the Company Disclosure Letter sets forth, Schedule contains a complete and correct list as of the date of this Agreement, (w) Agreement of the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) names of the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vestingholders, the dates on which each number of those Company Stock Options vest. (c) All shares of Company Common Stock subject to issuanceStock, upon issuance prior to the Effective Time on date of grant, the terms exercise price and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rightsvesting schedule for each outstanding Company Option. Except as with respect to Equity Interests set forth in Section 3.3(c) of the Company Disclosure Letter3.2(a), there are no outstanding contractual obligations of the Company affecting the voting rights of, or any Company Subsidiary to requiring the repurchase, redeem redemption, issuance, creation or otherwise acquire disposition of, any shares of Company Common Stock or any capital stock of any Company SubsidiaryEquity Interests in the Company. Except as set forth in Section 3.3(c3.2(b) of the Company Disclosure LetterSchedule, each there are no outstanding share bonds, debentures, notes or other indebtedness of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company having the right to vote (or a convertible into, or exchangeable for, securities having the right to vote) on any matter on which the stockholders of the 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 may vote. (collectively, "LIENS"). c) Except as set forth in Section 3.3 3.2(c) of the Company Disclosure Letter Schedule, the Company does not own, directly or indirectly, any Equity Interest in any Person. The Company has not entered into any Contract requiring it to contribute capital, loan money or otherwise provide funds or make investments in any other Person. Other than the Investment Agreements and Registration Rights Agreement, there are no outstanding material contractual obligations shareholder agreements, voting trusts, proxies or other Contracts to which the Company is a party or by which it is bound relating to the voting or registration of any Equity Interests of the Company. (d) All outstanding shares of Company or any Common Stock and Company Subsidiary to provide funds toPreferred Stock, or make any investment and all Company Options and other Equity Interests, have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other Laws and (ii) all requirements set forth in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned by the Company or in any other personapplicable Contracts.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock 200,000,000 Shares, and (ii) 100,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (the "COMPANY PREFERRED STOCK"“Preferred Stock”). , of which 1,600,000 of such shares of Preferred Stock are designated as Series A Junior Participating Preferred Stock and have been reserved for issuance upon the exercise of the Rights distributed to the holders of Common Stock pursuant to the Rights Agreement. (b) As of April 30the close of business on December 19, 1999, 2006 (the “Capitalization Date”): (i) 37,846,789 shares of Company Common Stock 10,708,417 Shares were issued and outstanding, all of which were validly issued issued, fully paid and are fully paid, nonassessable and not subject to were issued free of preemptive rights, ; (ii) 405,217 shares an aggregate of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock 2,576,483 Shares were reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Options issued pursuant to the Company’s Fourth Amended and Restated 1995 Stock Plan or any predecessor plan thereto (collectively, the “Company Stock Options, Company Warrants Plan”); (iii) 77,355 Shares were reserved for issuance upon or convertible debentures or notes, respectively. otherwise deliverable pursuant to the terms of the ESPP; (biv) Between April 30, 1999 no shares of Preferred Stock were outstanding; and (v) 40,872 Shares and no shares of Preferred Stock were held in the treasury of the Company. From the close of business on the Capitalization Date until the date of this Agreement, no Company options or other rights to acquire shares of Common Stock Options or Preferred Stock have been granted by and no shares of Common Stock or Preferred Stock have been issued or sold from treasury, except for Shares issued pursuant to the Company under exercise of Options in accordance with their terms or rights or Shares issued pursuant to the PLD Equity Compensation Plan terms of the ESPP (and the "COMPANY'S OPTION PLAN"issuance of Rights attached to such Shares). Except for (i) Company Stock Options to purchase an aggregate of 4,550,333 shares of Company Common Stock outstanding or available for grant under the Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b4.3(b) of the Company Disclosure LetterSchedule sets forth, as of the Capitalization Date, each Option or other equity-based award outstanding under any Company Plan (other than the ESPP), the number of Shares issuable thereunder and the expiration date and exercise or conversion price relating thereto. Section 4.3(b) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, the number of Shares that will be issuable under the ESPP in the offering period that ends on December 31, 2006 (“ESPP Offering Period”), assuming that the trading price of the Shares at the end of the ESPP Offering Period will be greater than or equal to the trading price at the beginning of the ESPP Offering Period and that no participant in the ESPP exercises his or her right to withdraw from the ESPP pursuant to Section 6(c)(i) of the ESPP, such number of Shares being subject to increase if the trading price of the Shares is lower at the end of the ESPP Offering Period than the trading price at the beginning of the ESPP Offering Period. (c) Except as set forth in clauses (a) and (b) of this Section 4.3 (including Shares described therein as reserved for issuance upon the exercise of Options or under the ESPP) and for the Company’s obligations under this Agreement, (i) there are not outstanding or authorized any (A) shares of capital stock or other voting securities of the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, or (C) options or other rights to acquire from the Company, or any obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (collectively, “Company Securities”); (ii) there are no outstanding obligations of the Company Warrants to purchase an aggregate of 5,453,800 shares of repurchase, redeem or otherwise acquire any Company Common Stock Securities; and (iii) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no other options, warrantscalls, conversion rights, stock appreciation rights, redemption rights, repurchase rights warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating to which 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. Section 3.3(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (w) the persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, the dates on which each of those Company Stock Options vestis a party. (c) All shares of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 3.3(c) of 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 any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 150,000,000 shares of Company Common Stock and (ii) 100,000,000 shares of Preferred Stockcommon stock, par value $.01 0.0001 per share (the "COMPANY PREFERRED STOCK"“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). As At the close of April 30business on December 21, 19992017 (the “Measurement Date”), (ia) 37,846,789 67,591,938 shares of Company Common Stock were issued and 67,588,990 shares of Common Stock were outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iib) 405,217 no shares of Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were issued and outstanding, all (c) an aggregate of which 2,948 shares of Common Stock were validly issued and are fully paid, nonassessable and not subject to preemptive rightsheld by the Company in its treasury, (iiid) 4,550,333, 5,453,800 and 9,910,462 an aggregate of 5,701,819 shares of Company Common Stock were reserved for issuance upon pursuant to outstanding awards and rights under the Company Stock Plans, of which 5,470,299 shares of Common Stock were underlying outstanding and unexercised Company Options and 231,520 shares of Common Stock were underlying unvested Restricted Stock Units and (e) an aggregate of 98,698 shares of Common Stock were reserved for issuance pursuant to outstanding Company Warrants. Except for changes since the close of business on the Measurement Date resulting from the exercise of outstanding Company Stock Options, the vesting of Restricted Stock Units or the exercise of the Company Warrants Warrants, from the Measurement Date until the date hereof, the Company has not issued any shares of its capital stock, has not granted any options, restricted stock, restricted stock units, stock appreciation rights, warrants or convertible debentures rights or notesentered into any other agreements or commitments to issue any shares of its capital stock, respectivelyor granted any other awards in respect of any shares of its capital stock and has not split, combined or reclassified any of its shares of capital stock. All of the outstanding Shares have been, and all shares of Common Stock reserved for issuance as noted in (d) and (e) above will be, when issued in accordance with the terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. (b) Between April 30Section 3.02 of the Disclosure Letter contains a true, 1999 correct and complete list, as of the date close of this Agreementbusiness of the Measurement Date, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for of (i) Company Stock Options to purchase an aggregate the name of 4,550,333 shares each holder of Company Common Options and Restricted Stock Units, the type and number of outstanding or available for Company Options and Restricted Stock Units held by such holder, the grant under date of each such Company Option and Restricted Stock Unit, the Company's number of Shares such holder is entitled to receive upon the exercise of each Company Option Planand the corresponding exercise price, or under agreements or arrangements set forth in Section 3.3(b) the expiration date of each Company Option and the name of the Company Disclosure LetterStock Plan pursuant to which each such Company Option or Restricted Stock Unit was granted, and (ii) the name of each holder of Company Warrants Warrants, the number of Shares such holder is entitled to purchase an aggregate receive upon the exercise of 5,453,800 each Company Warrant and the corresponding exercise price and the expiration date of each Company Warrant. (c) Except for the Company Options, the Restricted Stock Units and the Company Warrants, there are, as of the Measurement Date, no outstanding (w) securities of the Company convertible into or exchangeable for shares of Company Common Stock and capital stock or voting securities or ownership interests in the Company, (iiix) $26,500,000 principal amount of the Convertible Notes and $9,550,000 principal amount of outstanding obligations in respect of guarantees or loans advanced by News America Incorporated ("NEWS NOTES") convertible for 3,840,580 and 6,069,882 shares of Company Common Stock, respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any character capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (y) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (w), (x) and (y), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (z) obligations by the Company to make any payments based on the price or value of the Shares. There are, as of the Measurement Date, no outstanding obligations of the Company to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company is a party or by which the Company is bound relating with respect to the issued or unissued voting 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 SubsidiaryCompany. Section 3.3(b) All outstanding securities of the Company Disclosure Letter sets forthhave been offered and issued in all material respects in compliance with the Securities Act of 1933, as amended (the “Securities Act”). The exercise price of each Company Option is not less than the fair market value of a Share on the date of this Agreement, (w) the persons to whom grant of such Company Stock Options have been granted or Option. No Company Warrants, Convertible Notes or News Notes have been issued, (x) the aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (y) the exercise prices Option provides for the Company Stock Options and Company Warrants held by each such person and (z) whether such Company Stock Options are subject to vesting and, if subject to vesting, deferral of compensation within the dates on which each meaning of those Company Stock Options vest. (c) All shares Section 409A of Company Common Stock subject to issuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments under which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rightsCode. Except as set forth in on Section 3.3(c) 3.02 of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary authorized equity-based compensation awards with respect to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company Disclosure Letter there are no outstanding material 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 that is not wholly owned by the Company or in any other person.