Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company 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 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.

Capitalization. (a1) The As of the date hereof, the authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 875,000,000 shares of Company Class A Common Stock, par value $0.01 per share, Stock (ii) twenty-six million six hundred thousand (26,600,000) including 11,788,132 shares of Company Preferred StockClass A Common Stock authorized to be granted in respect of equity awards, par value $0.01 per shareof which 4,690,654 shares are in respect of outstanding restricted stock units), and (iii) two hundred million (200,000,000) 150,000,000 shares of excess Class B common stock, par value $0.01 0.0001 per share (the “Excess Class B Common Stock”). As ) and 10,000,000 shares of the close of business on May 4preferred stock, 2021 par value $0.0001 per share (the “Company Capitalization DateAuthorized Preferred Stock” and, together with the Class A Common Stock and the Class B Common Stock, the “Shares”), (A) 98,301,860 Company of which 65,210,719 shares of Class A Common Shares were issued Stock, 53,219,713 shares of Class B Common Stock 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 Excess Authorized Preferred Stock were are issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable. (2) As of the Company Capitalization Datedate hereof, the authorized capital stock of AlTi Global Capital, LLC consists of an unlimited number of Class A Common Units and an unlimited number of Class B Common Units (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 each, as such term is defined in the AlTi Global Capital, LLC Organizational Documents), of which were exercisable) were 65,210,719 Class A Common Units and 53,219,713 Class B Common Units are issued and outstanding. The Company has made available to Purchaser a complete and correct list of all holders of Class A Common Units and Class B Common Units, and (2) 1,155,382 Company the number of Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of capital stock Units held by such holders, in each case, as of the Company 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 controlled Affiliate of the Company owns any Company Sharesdate hereof. (b3) Except as set forth in Section 3.5(a)the Company’s Organizational Documents, as of the Company Capitalization Date, (i) there are no outstanding (i) shares options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of capital stock any character relating to the issued or voting securities unissued limited liability company interests, or other equity interests, in the Company or any of its Subsidiaries or obligating the CompanyCompany or any of its Subsidiaries to issue or sell any limited liability company interests, or other equity interests, in the Company or any of its Subsidiaries, (ii) securities neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, and neither the Company or any of its Subsidiaries has granted, any equity appreciation rights, participations, phantom equity or similar rights, and (iii) there are no voting trusts, voting agreements, proxies, stockholder agreements or other agreements with respect to the voting or transfer of any of the Company convertible into equity interests or exchangeable for shares of capital stock or voting other securities of the Company or any of its Subsidiaries. (iii4) 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 date of this Agreement, there There are no binding outstanding contractual obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of the Company Securitiesor any equity interests of any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Subsidiary. (5) (i) There are no commitments or agreements of any character to which the Company or any of its Subsidiaries is bound obligating the Company or such Subsidiary to accelerate the vesting of any option as a result of the transactions contemplated herein, and (ii) all outstanding equity interests of the Company, and all outstanding equity interests of each Subsidiary, have been issued and granted in compliance with (A) all applicable securities Laws and other applicable Laws and (B) all pre-emptive rights and other requirements set forth in applicable contracts to which the Company or any of its Subsidiaries is a party. (6) Each outstanding equity interest of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, and owned by the Company or another of its wholly owned Subsidiaries free and clear of any liens, claims, title defects, mortgages, pledges, charges, encumbrances and security interests whatsoever (“Liens”) on the Company’s or any of its Subsidiaries voting rights, other than transfer restrictions under applicable securities Laws and the relevant Organizational Documents of the Company or its Subsidiary.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 120,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 7,000,000 shares of Company Preferred Class A Common Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) 28,500,000 shares of excess preferred stock, par value $0.01 .01 per share (“Excess the "Company Preferred Stock”"), of which 670,000 shares are designated as Series A Junior Preferred Stock. As of the close of business on May 4August 24, 2021 (the “Company Capitalization Date”)1998, (Ai) 98,301,860 39,398,204 shares of Company Common Shares Stock were issued and outstanding outstanding, (inclusive ii) 2,348,497 shares of Restricted Stock Awards for 37,850 unvested Company Common Shares)Stock were reserved for issuance upon exercise of Options granted pursuant to the Option Plans, (Biii) 21,985,616 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon conversion of outstanding 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 Shares were Stock issued and outstanding and (Cviii) no 670,000 shares of Excess Series A Junior Preferred Stock were issued and outstanding. As reserved for issuance upon exercise of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 PlansRights. 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 of the Company 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 controlled Affiliate of the Company owns any Company 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 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 such capital stock stock, have been issued other than any shares of Company Common Stock issued upon exercise of the Options granted under the Option Plans or voting securities upon conversion of outstanding shares of Company Class A Common Stock, and no shares of Company Preferred Stock have been issued. Section 3.2(a) of the Company (the items in clauses Disclosure Schedule identifies (i)) the holders of each of the Options, (ii)) the number of Options vested for each holder, and (iii) being referred to collectively as the “Company Securities”). As Option Plan under which each Option was issued, (iv) the number of Options held by such holder and (v) the exercise price of each of the date Options. All shares of this AgreementCompany Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) of the Company Disclosure Schedule 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 binding (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 of the Company Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company Securitiesor 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 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, 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 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 nature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 0.0001 per share, and (iii) two hundred million (200,000,000) 20,000,000 shares of excess stockPreferred Stock, without par value $0.01 per share (“Excess Stock”"COMPANY PREFERRED STOCK"). As of At the close of business on May 4March 31, 2021 (the “Company Capitalization Date”)2000, (Ai) 98,301,860 40,057,369 shares of 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 Excess Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 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 under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock 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, no shares of Company Capitalization Date, Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (1b) Options Section 2.3(b) of the Company Schedule sets forth the following information with respect to purchase an aggregate each Company Stock Option (as defined in Section 5.8) outstanding as of 855,978 the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Shares Stock subject to such Company Stock Option; (790,978 iv) the exercise price of such Company Stock Option; (v) the date on which were exercisablesuch Company Stock Option was granted; (vi) were issued the applicable vesting schedule; and outstanding(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 has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All all outstanding shares of capital stock of each subsidiary of the Company 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 been issued and are granted in compliance with (or, in the case of Company Common Shares that have not yet been issued, will bei) fully paid all applicable securities laws and nonassessable, other applicable Legal Requirements (as defined below) and were not (or, in the case of Company Common Shares that have not yet been issued, will not beii) issued in violation of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as all requirements set forth in Section 3.5(a), as of applicable Contracts. For the Company Capitalization Date, there are no outstanding (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 date purposes of this Agreement, there are no binding obligations "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of the Company common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or any of the Company Subsidiaries to repurchaserequirement issues, redeem enacted, adopted, promulgated, implemented or otherwise acquire put into effect by or under the authority of any of the Company SecuritiesGovernmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 1,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 1.00 per share (“Excess "Company Preferred Stock”"). As of the close of business on May 4November 2, 2021 (the “Company Capitalization Date”)1997, (Ai) 98,301,860 24,413,686 shares of 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 Excess Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) 7,338,764 shares of Company Common Stock were held in the treasury of the Company, (iii) 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 Options issued pursuant to the Company Plans and (iv) an aggregate of 7,616,003 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of conversion rights of the Convertible Notes. Since November 2, 1997, no options to purchase 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 Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were Preferred Stock are issued and outstanding. Except (i) as set forth above, (ii) as provided pursuant to Sections 6.13 and 6.14 and (2iii) 1,155,382 Company for 200,000 aggregate common stock equivalents (the "Common Shares were reserved and available for issuance Stock Equivalents") issued pursuant to the Incentive Plans. All outstanding shares of capital stock agreements set forth on Section 3.3 of the Company have beenDisclosure Schedule (provided that any inaccuracies in such Section 3.3 with respect to the Common Stock Equivalents which are not, 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, individually or in the case aggregate, material to the Offer and the Merger shall not constitute a breach of Company Common Shares that have not yet been issued, will be) fully paid this representation 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(awarranty), as true and complete copies of the Company Capitalization Datewhich have been provided to Purchaser, there are outstanding or reserved for issuance (a) no outstanding (i) shares of capital stock or other voting securities of the Company, (iib) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or Company, (iiic) no options or other rights to acquire from the Company, or other obligations and no obligation of the Company to issue or pay cash valued by reference toissue, 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 items in clauses ownership or earnings of the Company or other similar rights (icollectively, "Company Securities"). Section 3.3 of the Company Disclosure Schedule sets forth a true and complete list of the Options and the Common Stock Equivalents, (ii)indicating for 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 (iii) being referred provided that any inaccuracies in such list which are not, individually or in the aggregate, material to collectively as the “Company Securities”Offer and the Merger shall not constitute a breach of this representation and warranty). As The conversion price for the Convertible Notes is $8.53466 per share of the date of this Agreement, there Company Common Stock. There are no binding outstanding obligations of the Company or any of the Company Subsidiaries its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth above, there are no options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company Securitiesor any of its subsidiaries to which the Company or any of its subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, and all Shares issued pursuant to Sections 6.13 and 6.14, shall be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. There are no outstanding contractual obligations of the Company or any of its subsidiaries to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary of the Company or any other entity which would be material to the Company or such subsidiary, as the case may be. Each of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries is 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 than 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 solely of 150,000,000 shares of Company Class A Common Stock, 250,000,000 shares of Company Class B Common Stock, 2,883,506 shares of Class C common stock, par value $.01 per share, of the Company (i"Company Class C Common Stock"), none of which have been issued at any time on or prior to the date hereof, and 2,000,000 shares of Company Preferred Stock, none of which have been issued at any time on or prior to the date hereof. At the close of business on September 30, 2002, (a) three hundred million 42,722,393 shares of Company Class A Common Stock and 101,281,810 shares of Company Class B Common Stock were issued and outstanding, (300,000,000b) no shares of Company Common Stock were held in treasury by the Company, and (c) 42,480,143 shares of Company Class A Common Stock and 50,260,401 shares of Company Class B Common Stock (collectively, the "Embedded Shares") were held by wholly owned subsidiaries of the Company. All shares of Company Common Stock that are issued and outstanding on the date hereof are duly authorized, validly issued and fully paid and nonassessable. Except as set forth in this Section 3.2 or as disclosed in Section 3.2 of the disclosure letter delivered by the Company to Parent on or prior to the date hereof (the "Company Disclosure Letter"), as of September 30, 2002, there are no options, warrants, rights, puts, calls, commitments, or other contracts, arrangements or understandings issued by or binding upon the Company requiring or providing for, and there are no outstanding debt or equity securities of the Company which upon the conversion, exchange or exercise thereof would require or provide for the issuance by the Company of any new or additional shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Class C Common Stock or Company Preferred Stock, par value $0.01 per share, and Stock (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company have been, and all Company Common Shares that may be issued pursuant to or 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 controlled Affiliate of the Company owns any Company 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 or voting other securities of the Company) which, (ii) securities with or without notice, lapse of the Company time and/or payment of monies, are or would be convertible into or exercisable or exchangeable for shares of Company Common Stock, Company Class C Common Stock or Company Preferred Stock (or any other securities of the Company). Since September 30, 2002, the Company has not issued any shares of its 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 exercisable for any shares of its capital stock, other than pursuant to the exercise of employee stock options granted prior to such date or voting securities in connection with the conversion, if any, of the shares of Company (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Class A Common Stock into shares of Company Securities”)Class B Common Stock. As of the date of this Agreement, there There are no binding obligations preemptive or other similar rights available to the existing holders of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company SecuritiesCommon Stock.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 750,000,000 shares of Company Class A Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 75,000,000 shares of Company Preferred Stock, par value $0.01 per share, Class B Common Stock and (iii) two hundred million (200,000,000) 10,000,000 shares of excess preferred stock, par value $0.01 0.0001 per share (“Excess Company Preferred Stock”). As of the close of business on May 4June 6, 2021 2019 (the “Company Capitalization Date”), (i) (A) 98,301,860 Company 76,916,180 shares of Class A 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 10,380,023 shares of Class B Common Stock were issued and outstanding, (B) no shares of Class A Common Stock and no shares of Class B Common Stock were held in the Company’s treasury, (C) no shares of Excess Class A Common Stock and no shares of Class B Common Stock were issued and outstanding. As of held by the Company Capitalization DateSubsidiaries, (1D) Company Options to purchase an aggregate covering 113,502 shares of 855,978 Company Class A Common Shares (790,978 of which Stock were exercisable) were issued and 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 (2G) 1,155,382 Company PSUs covering 109,125 shares of Class A Common Shares Stock were outstanding (assuming any applicable performance targets were deemed satisfied at maximum performance); (ii) 10,064,259 shares of Class A Common Stock and no shares of Class B Common Stock were reserved and available for future issuance pursuant to the Incentive 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 or outstanding. All the outstanding shares of capital stock of the Company have beenCommon Stock are, and all shares of Company Common Shares that may be issued pursuant to any Incentive Plan will Stock reserved for future issuance as described above shall be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, nonassessable and were not (or, in free of preemptive rights. The Company has sufficient authorized and unissued shares of Class A Common Stock to effect the case conversion of Company all outstanding shares of Class B Common Shares that have not yet been issued, will not be) issued in violation Stock into shares of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company SharesClass A Common Stock. (b) Except as set Section 4.2(b) of the Company Disclosure Letter sets forth in Section 3.5(a)a true and complete list, as of the Company Capitalization Date, there are no outstanding of (i) each Company Equity Award, (ii) the name of the Company Equity Award holder, (iii) the number of shares of Company Common Stock 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 Equity Award was granted, (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 4.2(a) and Section 4.2(b), and other than the 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 voting securities of the Company, other equity interests issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities of or other similar rights, agreements or commitments or any other Contract to which the Company convertible into or exchangeable for any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or voting securities other equity interests of the Company or (iii) options or other rights to acquire from the Company, or other obligations of the any Company to issue or pay cash valued by reference to, any capital stock, voting securities Subsidiary or securities convertible into or into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any such shares of capital stock or voting securities other equity interests or (D) provide any amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company (the items Subsidiary that is not wholly owned or in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”)any other Person. As of the date of this Agreement, there There are no binding 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 Subsidiaries 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 repurchasevote (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, redeem commitments or otherwise acquire 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 Securitiesor any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 60,000,000 shares of Company Common Stock, par value $0.01 per share, and (ii) twenty-six million six hundred thousand (26,600,000) 5,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 .001 per share (“Excess "Preferred Stock”" ), of which 600,000 are designated as Series A Junior Participating Preferred Stock (the "Series 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 the close of business on May 4September 28, 2021 (the “Company Capitalization Date”)2003, (Ai) 98,301,860 Company 24,696,691 shares of Common Shares Stock were issued and outstanding (inclusive excluding 1,895,426 shares of Restricted Common Stock Awards for 37,850 unvested Company Common Sharesissued and held in the treasury of the Company), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (Cii) no shares of Excess Series A Preferred Stock were issued and outstanding. As of the Company Capitalization Date, (1iii) Options to purchase an aggregate 2,947,651 shares of 855,978 Company Common Shares (790,978 of which were exercisable) 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, (2v) 1,155,382 Company 7,184,688 shares of Common Shares Stock were reserved and available for issuance 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 Incentive Planspurchase period ending October 31, 2003 under the Company ESPP. All of the outstanding shares of capital stock of the Company have beenCapital Stock are, and all shares of Company Common Shares that Capital Stock which may be issued pursuant to any Incentive Plan the exercise of outstanding Company Options and Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessablenon-assessable. The rights, preferences and were not (or, privileges of the Preferred Stock are as set forth in the case Certificate of Incorporation of the Company Common Shares that have not yet 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, will not be) issued in violation of the Constituent Documents of the Company. No Company Subsidiary any federal or controlled Affiliate of the Company owns any Company Sharesstate securities laws. (b) Except as set forth in Section 3.5(a)above, as of the Company Capitalization Datedate hereof, (i) there are no outstanding shares of capital stock of the Company authorized, issued or outstanding, (iii) there are no existing options, warrants, calls, preemptive or similar rights, bonds, debentures, 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, relating to the issued or unissued capital stock of the Company obligating the Company to issue, transfer or sell or cause to be issued, transferred, sold or repurchased any options or 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 CompanyVoting Debt of, or other obligations of equity interest in, 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 such shares or voting securities of equity interests, or obligating the Company (the items in clauses (i)to grant, (ii)extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding outstanding contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Company Capital Stock, or other capital stock of the Company Securitiesor to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. All of the outstanding capital stock of each subsidiary of the Company is 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 indebtedness 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 consists, as of September 30, 1997, of: (ia) three hundred million (300,000,000) 40,000,000 shares of Company Common Stock, par value $0.01 per share, of which 11,675,436 shares are issued and 11,406,162 shares are outstanding; and (iib) twenty-six million six hundred thousand (26,600,000) 1,000,000 shares of Company Preferred Stock, par value $0.01 per shareof which 15,000 shares have been designated as Series A Preferred Stock, 5,000 shares have been designated as Series B Preferred Stock and (iii) two hundred million (200,000,000) 150,000 shares have been designated as Series C Preferred Stock, with 13,845 shares of excess stockSeries A Preferred Stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 4,295 shares of Excess Series B Preferred Stock were and 123,172 shares of Series C Preferred Stock being issued and outstanding. As of September 30, 1997, (i) 2,022,573 shares of Common Stock were reserved for issuance upon the exercise of Options outstanding under the Company Capitalization DateStock Option Plans, 500,000 shares of Common Stock were reserved for 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") Options to purchase an aggregate of 855,978 Company into Common Shares (790,978 of which were exercisable) were issued and outstanding, Stock; and (2iv) 1,155,382 Company Common Shares 961,238 shares were issuable (and were reserved for issuance) upon the exercise of outstanding warrants and available 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 Plans, shares of Common Stock issued pursuant to the Incentive Plans. All outstanding Company's Employee Stock Purchase Plan or 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 Schedule 3.3, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company have beenor any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, and all Company Common Shares that may be issued pursuant to deliver or sell any Incentive Plan will beshares of capital stock of, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (oror other equity interests, in the case Company or any Company Subsidiary. Set forth on Schedule 3.3 is a list of Company Common Shares that have not yet been issuedall options, will be) fully paid and nonassessablewarrants or other rights, and were not (oragreements, in arrangements or commitments of any character relating to 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 controlled Affiliate unissued capital stock of the Company owns or any Company Shares. (b) Subsidiary granted by the Company or any Company Subsidiary since June 30, 1997. Except as set forth in Section 3.5(a), as of the Company Capitalization DateSchedule 3.3, there are no outstanding (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 contractual 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of its capital stock. All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable and not subject to preemptive rights. Except as set forth in Schedule 3.3, all of the outstanding shares of capital stock of each Company SecuritiesSubsidiary that is a corporation have been duly authorized 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 issued and, except pursuant to provisions of the applicable partnership agreement, are fully paid. With respect to each Company Subsidiary that is a partnership, all of the partnership interests owned by the Company, and with respect to each Company Subsidiary that is a corporation, all of the outstanding shares of capital stock owned by the Company, are owned by the Company free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances (collectively, the "Encumbrances").

Capitalization. (a) The authorized capital stock of the Company Comcast consists of (i) three hundred million (300,000,000) 200,000,000 shares of Company Comcast Class A Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 50,000,000 shares of Company Preferred Comcast Class B Common Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) 2,500,000,000 shares of excess Comcast Class A Special Common Stock and (iv) 20,000,000 shares of preferred stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4October 31, 2021 2001, there were outstanding (1) 21,829,422 shares of Comcast Class A Common Stock, (2) 9,444,375 shares of Comcast Class B Common Stock, (3) 913,741,189 shares of Comcast Class A Special Common Stock (inclusive of shares issued pursuant to the “Company Capitalization Date”Comcast Employee Stock Purchase Plan and exclusive of all shares of restricted stock granted under any compensatory plan or arrangements), (A4) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options options to purchase an aggregate of 855,978 Company 55,779,734 shares of Comcast Class A Special Common Shares Stock (790,978 of which options to purchase an aggregate of 16,853,169 shares of Comcast Class A Special Common Stock were exercisable), (5) were phantom shares, stock units, stock appreciation rights, other stock-based awards or other deferred stock awards issued and outstandingunder any stock option, compensation or deferred compensation plan or arrangement with respect to an aggregate of 6,793,483 shares of Comcast Class A Special Common Stock and (26) 1,155,382 Company no shares of preferred stock. As of October 31, 2001, no shares of Comcast Common Shares Stock were reserved and available for issuance pursuant to the Incentive Plansheld in trust or in treasury. All outstanding shares of capital stock of the Company Comcast have been, and all Company Common Shares shares that may be issued pursuant to any Incentive Plan compensatory plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, 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 controlled Affiliate of the Company owns any Company 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 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 200,000,000 shares of Company Class A Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand two (26,600,0002) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess Class B common stock, par value $0.01 per share (“Excess Class B Common Stock”), (iii) 999,999 shares of Class C Common Stock and (iv) 25,000,000 shares of Company Preferred Stock, of which 51,500 of such shares are designated as Series A Preferred Stock. As of July 25, 2009, (i) 67,121,668 shares of 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, fully paid and nonassessable and were issued free of preemptive rights, (ii) 51,500 shares of Company Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (iii) an aggregate of 9,765,825 shares of Class A Common Stock were 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 Plan”), (iv) 1,571,318 shares of Class A Common Stock were authorized and reserved for future issuance pursuant to the Company Stock Plan and (v) 39,161 shares of Class A Common Stock were held in treasury of the Company. From the close of business on May 4July 25, 2021 (2009 until the “date of this Agreement, no options to purchase shares of Company Capitalization Date”)Common Stock or Company Preferred Stock have been granted and no shares of Company Common Stock or Company Preferred Stock have been issued, except for shares issued pursuant to the exercise of Company Options or pursuant to previously granted Company Stock-Based Awards, in each case, in accordance with their terms. Except as set forth above, as of the date of this Agreement, (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding or authorized (iI) shares of capital stock or other voting securities of the Company, (iiII) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iiiIII) options options, warrants or other rights to acquire from the CompanyCompany or any of its subsidiaries, or other obligations and no obligation of the Company or any of its subsidiaries to issue or pay cash valued by reference toissue, 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 (the items in clauses (i)collectively, (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, (B) there are no binding outstanding obligations of the Company or any of the Company Subsidiaries its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities 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 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 Securitiesor any of its subsidiaries to which the Company or any of its subsidiaries is 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 consists of (i) three hundred million (300,000,000) 1,000,000,000 shares of Company Common Stock, par value $0.01 per share, Stock and (ii) twenty-six million six hundred thousand (26,600,000) 100,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares preferred stock of excess stockthe Company, par value $0.01 per share (“Excess Company Preferred Stock”). As of November 18, 2019, there were outstanding (i) 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 close Company or any of business on May 4, 2021 its Subsidiaries (the “Company Capitalization Date”other than any Fiduciary Shares)), (A) 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 (Cii) no shares of Excess Stock were issued and outstanding. As of the Company Capitalization DatePreferred Stock, (1iii) Company Stock Options to purchase an aggregate of 855,978 503,247 shares of Company Common Shares Stock (790,978 of which options to purchase an aggregate of 377,435 shares of Company Common Stock were exercisableexercisable and 125,812 were incentive stock options), (iv) 1,949,736 shares of Company Common Stock were issued and outstandingsubject to outstanding Company RSU Awards, (v) 934,037 shares of Company Common Stock were subject to outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, (vi) 195,588 shares of Company Common Stock were issuable in respect of Company Director RSU Awards, and (2vii) 1,155,382 4,412,099 additional shares of Company Common Shares Stock were reserved and available for issuance pursuant to the Incentive 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 Company Stock Options outstanding on such date or issued after such date, (B) the vesting and settlement of any Company 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 into or exchangeable for shares of capital stock or other voting securities of, or 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) All outstanding shares of capital stock of the Company have been, and all Company Common Shares shares that may be issued pursuant to any Incentive Plan 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 (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, nonassessable and were not (or, in the case free of Company Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Companypreemptive rights. No Company Subsidiary or controlled Affiliate of the Company owns any Company 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 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 (other than any such shares owned by Subsidiaries of the items in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”that are Fiduciary Shares). As ‎Section 4.05(b) of the Company Disclosure Schedule sets forth a true and complete list of all outstanding Company Equity Awards as of November 18, 2019, 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, there whether subject to performance conditions, number of shares of Company Common Stock subject to such award (assuming maximum performance levels were achieved, 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 Closing Date, the Company shall provide Parent with a revised version of ‎Section 4.05(b) of the Company Disclosure Schedule, updated as of such date. There are no binding outstanding 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 of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any agreement with respect to the voting of any Company Securities. (c) There are no shareholders agreements, voting trusts, registration rights agreements or other similar agreements or understandings to which the Company or any Subsidiary of the Company Securitiesis a party with respect to the capital stock or other equity interests of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 60,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.01 (the "Company Preferred Shares"). As of September 4, 2003, (i) three hundred million (300,000,000) 30,280,639 shares of Company Common Stock, par value $0.01 per shareincluding in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (iithe "SAR's") twenty-six million six hundred thousand (26,600,000) shares of and no Company Preferred StockShares, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, all of which shares of Company Common Stock were validly issued and are fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) 9,740,008 shares of Company Common Stock were reserved for issuance upon exercise of Company Options issued and outstanding, (iv) 1,031,500 Restricted Shares were outstanding and (2v) 1,155,382 249,227 shares of Company Common Shares Stock that were reserved and available for issuance under the Directors' Plan (as defined below). Since July 31, 2003 except after the date hereof as permitted by this Agreement, (i) no shares of Company Common Stock or Company Preferred Shares have been issued, except for shares of Company Common Stock issued pursuant to the Incentive Plans. All exercise of Company Options outstanding on July 31, 2003 and except for shares of Company Common Stock required to be issued in connection with the Company's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company's 2000 Employee Stock Purchase Plan (the "ESPP"), the Company's Nonqualified Defined Contribution Plan (the "DCP") and the Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, securities convertible into, or exchangeable for, or commitments with respect to the issuance of, shares of capital stock of the Company have beenbeen issued, and all granted or made, except the Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued Rights 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 controlled Affiliate of the Company owns any Rights Agreement that are issued in connection with the Company SharesCommon Stock pursuant to the exercise of Company Options outstanding on July 31, 2003. (b) Except As of the date hereof, except for (i) the Preferred Share Purchase Rights (the "Company Rights") issued pursuant to the Rights Agreement, as amended and restated (the "Company Rights Agreement"), dated as of March 2, 1989, by and between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agent"), (ii) the 8,386,409 Company Options that were issued and outstanding on September 4, 2003, (iii) rights that were outstanding on July 31, 2003 under the 401(k) Plan, the ESPP, and the Directors' Plan and (iv) the 1,031,500 Restricted Shares, there were no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock or Company Preferred Shares (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company) or obligating the Company or any Subsidiary of the Company to grant, extend, perform or enter into any such agreement or commitment. As of the date hereof, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of Company Common Stock, any Company Preferred Shares or the capital stock or other equity interests of the Company or any of its Subsidiaries (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company), except in connection with the issuance of shares of Company Common Stock and the associated Company Rights upon the exercise of Company Options issued and outstanding on July 31, 2003 or (ii) other than as set forth in Section 3.5(a), as 4.02(b) of the Company Capitalization DateDisclosure Schedule, provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to or security for the obligations of, any Subsidiary of the Company or any other Person. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as otherwise expressly contemplated by this Agreement, there are no outstanding voting trusts, irrevocable proxies or other agreements or understandings to which the Company or any Subsidiary of the Company is a party or is bound with respect to the voting of any shares of Company Common Stock. The Board of Directors of the Company has taken all action (subject only to execution of such amendment by the Company Rights Agent which the Company has obtained or will obtain as soon as practicable after the date hereof) to amend the Company Rights Agreement to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its Affiliates (including, but not limited to, Merger Sub) shall become an "Acquiring Person" and no "Stock Acquisition Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith, (ii) no "Distribution Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith. (c) The Company has filed with the SEC or previously made available to Parent complete and correct copies of the Amended and Restated 1992 Stock Option Plan, the Amended and Restated 1992 Executive Stock Option Plan, the 1984 Non-Qualified Stock Option Plan and the Amended and Restated 1994 Employee Nonqualified Stock Option Plan (the "Company Option Plans") and the Directors' Plan, including all amendments thereto. Section 4.02(c) of the Company Disclosure Schedule contains a correct and complete list as of July 31, 2003 of each outstanding Company Option and Restricted Share, including the holder, date of grant, expiration date, exercise price, vesting schedule and aggregate number of Company Common Shares subject thereto (vested and unvested) and setting forth the weighted average exercise price for all outstanding Company Options. (d) Since December 31, 2002, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock or voting securities of the Company, (ii) securities of any repurchase, redemption or other acquisition by the Company convertible into or exchangeable for of any outstanding shares of capital stock or voting other securities of of, or other ownership interests in, the Company or (iii) options or other rights to acquire from the Company, or other obligations any amendment 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 material term 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, there are no binding obligations any outstanding security of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securitiesits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 150,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess common stock, par value $0.01 per share (“Excess Company Common Stock”) 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 May 4October 19, 2021 (the “Company Capitalization Date”)2010, (A) 98,301,860 88,635,606 shares of Company Common Shares were issued and outstanding Stock (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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisableother than treasury shares) were issued and outstanding, of which (i) all were validly issued and are fully paid, nonassessable and free of preemptive rights, and (2ii) 1,155,382 2,354,917 shares are Restricted Stock, (B) no shares of Company Common Shares Stock were reserved and held in the treasury of the Company or by the Company Subsidiaries or CPS, (C) 5,225,590 shares of Company Common Stock were available for issuance pursuant to the Incentive Company Stock Plans, (D) 8,199,523 shares of Company Common Stock were issuable upon exercise of Company Options outstanding as of such date, (E) 729,167 shares of Company Common Stock were reserved for issuance and issuable upon exercise of Company Warrants outstanding as of such date, and (F) the Company has obligations to issue up to 2,114,777 shares of Company Common Stock. All As of the date hereof, 6,578,948 shares of Company Preferred Stock are designated as Series A Convertible Preferred Stock, of which 5,263,158 shares are issued and outstanding and convertible into 21,052,632 shares of Company Common Stock, which 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 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, any Company Subsidiary or CPS, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the 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 in, the Company, any Company Subsidiary 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 3.2(a) or Section 3.2(a) of the Company 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 controlled Affiliate of the Company owns any Company SharesDisclosure Schedule. (b) The Company has previously provided Parent with a true and complete list, as of the date hereof, of (i) each outstanding Company Option, the number of shares of Company Common Stock subject thereto, the grant date, the expiration date, the exercise price, the vesting schedule thereof, and the name of the holder thereof, and (ii) each outstanding share of Restricted Stock, the grant date, the vesting schedule thereof, and the name of the holder thereof. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and 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 3.5(a), as 3.2(d) of the Company Capitalization DateDisclosure Schedule, there are no outstanding (i) shares of capital stock or voting securities contractual obligations of the Company, any Company Subsidiary or CPS (iiA) securities restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or 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, or other Equity Interests in, the Company, any Company Subsidiary or CPS. Except as set forth in Section 3.2(d) of the Company convertible into or exchangeable for shares Disclosure Schedule, each outstanding share of capital stock or voting securities of the each Company or (iii) options or other Subsidiary and CPS is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights to acquire from and is owned, beneficially and of record, by the Company, or other obligations another Company Subsidiary 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, such other Company to issue Subsidiary’s, or pay cash valued by reference tosuch officer’s voting rights, charges and other encumbrances of 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”)nature whatsoever. As of the date of this Agreement, there There are no binding outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person, other than guarantees by the Company Subsidiaries to repurchase, redeem of any indebtedness or otherwise acquire other obligations of any of the wholly-owned Company SecuritiesSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 898,203,200 shares of Company Common Stock, par value $0.01 per share, Stock and (ii) twenty-six million six hundred thousand (26,600,000) 534,145,027 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”)date hereof, (Ai) 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 120,746,694 shares of Excess Company Class A Common Stock were issued and outstanding. As , including 592,442 shares subject to Company Restricted Stock Awards (with zero (0) additional shares of Company Class A Common Stock issued and held in the treasury of the Company Capitalization Dateand 6,804,539 shares of Company Class A Common Stock reserved for future issuance pursuant to the Company Stock Plan); (ii) 24,989,397 shares of Company Class B Common Stock, (1) Options to purchase an aggregate which are convertible into 26,179,367 shares of 855,978 Company Class A Common Shares (790,978 of which were exercisable) Stock, were issued and outstanding, none of which are subject to Company Restricted Stock Awards (with an additional zero (0) shares of Company Class B Common Stock issued and held in the treasury of the Company and zero (20) 1,155,382 shares of Company Class B Common Shares were Stock reserved and available for future issuance pursuant to the Incentive Plans. All outstanding Company Stock Plan); (iii) 85,000,000 shares of capital stock Company Series A Preferred Stock, which are convertible into 85,000,000 shares of the Company have beenClass A Common Stock, were issued and all 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 Shares that may be Stock, were issued pursuant to any Incentive Plan will beand outstanding; (v) 63,144,600 shares of Company Series C Preferred Stock, when 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 accordance with the respective terms thereof, each case 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 nonassessablenon-assessable. As of the date hereof, 96,320,592 shares of Company Class A Common Stock are subject to outstanding Company Stock Options, and were not (or, in the case 30,343,670 shares of Company Class A Common Shares that have not yet been issuedStock are subject to outstanding Company RSU Awards. With respect to Company Equity Awards, will not be) issued in violation the foregoing assumes 100% achievement of the Constituent Documents of the Companyall applicable performance criteria. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in this Section 3.5(a), 4.02 or as set forth in Section 4.02(a) of the Company Capitalization DateDisclosure Letter, there are no authorized, issued, reserved for issuance or outstanding (i) shares of capital stock or stock, voting securities or other equity interests of the Company, ; (ii) securities of the Company options, calls, warrants, convertible into debt, other convertible or exchangeable for shares instruments or rights, agreements, arrangements or commitments of capital stock any character made or voting securities of issued by the Company or (iii) options or other rights to acquire from the Company, or other obligations any of its Subsidiaries obligating the Company or any of its Subsidiaries to issue issue, deliver or pay cash valued by reference to, sell any shares of 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, there are no binding obligations other equity interests of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.its Subsidiaries; or

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 250,000,000 shares of Company Common StockStock and 7,000,000 shares of preferred stock, $1.00 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Company Preferred Stock”). As of the close of business on May 412, 2021 2025 (the “Company Capitalization Date”), (i) (A) 98,301,860 95,560,582 shares of 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1B) Options to purchase an aggregate 312,977 shares of 855,978 Company Common Shares Stock were held in the Company’s treasury, (790,978 C) Company Options covering 1,731,169 shares of which Company Common Stock were exercisableoutstanding, with a weighted average exercise price per share of $48.12, (D) Company RSU Awards covering 2,635,903 shares of Company Common Stock were outstanding, (E) Company PSU Awards covering 1,443,467 shares of Company Common Stock (assuming target performance) or 2,749,910 shares of Company Common Stock (assuming maximum performance) were issued and outstanding, and (2F) 1,155,382 Company DSU Awards covering 177,680.6220 shares of Company Common Shares Stock were outstanding; (ii) 2,818,623 shares of Company Common Stock were reserved and available for issuance pursuant to the Incentive PlansCompany Equity Plan; (iii) 2,668,478 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP; and (iv) no shares of Company Preferred Stock were issued or outstanding. All outstanding No shares of capital stock of the Company have beenare held by any of the Company Subsidiaries. All the outstanding shares of Company Common Stock are, and all shares of Company Common Shares that may be issued pursuant to any Incentive Plan will Stock reserved for issuance as described above shall be, when if issued in accordance with the respective terms thereofthereof (to the extent permitted by this Agreement), duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, nonassessable and were not (or, in the case free 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 controlled Affiliate of the Company owns any Company Sharespreemptive rights. (b) Except as set forth in Section 3.5(a)4.2(a) and other than the shares of Company Common Stock that have become outstanding after the Capitalization Date and prior to the date hereof that were reserved for issuance as set forth in Section 4.2(a)(ii) and issued in accordance with the terms of the Company Equity Plan and the applicable Company Equity Award, in each case as of the date hereof: (i) the Company Capitalization Datedoes not have any shares of capital stock or other equity interests issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which the Company or any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of the Company or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, except, in each case, to another Company Subsidiary. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, there are no outstanding (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 date of this Agreement, there are no binding 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 Subsidiaries or any Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar Indebtedness, the holders of which have the right to repurchasevote (or which are convertible into or exercisable for securities having the right to vote) with the Company Shareholders on any matter. (d) There are no voting trusts or other agreements, redeem commitments or understandings to which the Company or any Company Subsidiary (or to the Company’s Knowledge, a Company Shareholder) is a party with respect to the voting of the capital stock or other equity interests of the Company. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which the Company or any Company Subsidiary is a party or is otherwise acquire bound obligating the Company or any Company Subsidiary to provide any amount of 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 in any other Person. (e) Section 4.2(e) of the Company SecuritiesDisclosure Letter sets forth a schedule of all outstanding Company Equity Awards as of the Capitalization Date, including for each award, as applicable, the holder, type of award (including, in the case of options, whether or not an “incentive stock option” within the meaning of Section 422 of the Code), the number of shares of Company Common Stock subject to the award, portion vested, settlement date (including pursuant to any deferral election), per share exercise price and expiration date.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 300,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4April 7, 2021 (the “Company Capitalization Date”)1997, (Aa) 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 36,964,587 shares of Excess Common Stock were issued and outstanding. As of the Company Capitalization Date, (1b) 36,964,587 shares of Common Stock were subject to Common Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement, (c) Options to purchase an aggregate of 855,978 2,600,882 shares of Common Stock were outstanding, 2,600,882 shares of Common Stock were reserved for issuance upon the exercise of outstanding 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, (d) 46,351 shares of Common Stock ("Restricted Stock") issued under the Company's 1989 Restricted Stock Plan were outstanding, (e) 6,583,351 shares of Common Stock were held by the Company Common Shares (790,978 of which were exercisable) were issued and outstandingin its treasury, and (2f) 1,155,382 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 Shares were reserved Stock other than (w) upon the exercise of Options, (x) the issuance of 14,011 shares of Restricted Stock under the Company's 1989 Restricted Stock Plan, (y) the issuance of 14,602 shares of Common Stock under the Company's savings plan and available for issuance the 1991 Employee Stock Purchase Plan and (z) pursuant to the Incentive terms of any compensation plan for the benefit of non-employee directors (the "Directors Plans"), representing in the aggregate, for the programs specified in clauses (w), (x), (y) and (z), no more than 33,753 shares of Common Stock, (ii) has granted Options to purchase an aggregate of 3,200 shares of Common Stock under the Stock Option Plans, and (iii) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except for the Rights and except as set forth in this Section 6.4 or in the Disclosure Letter, there are no other shares of capital stock of the Company 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 controlled Affiliate of the Company owns any Company 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 or voting securities of the Company, (ii) no 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, and no existing options, warrants, calls, subscriptions, convertible securities, or other obligations of rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue issue, transfer or pay cash valued by reference to, sell any capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock of, or voting securities of equity interests in, the Company (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”)or any of its Subsidiaries. As of the date of this Agreement, there There are no binding outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Securitiesand, 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 Benefit Plan. Except as set forth in the Disclosure Letter, 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 the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (ia) three hundred million (300,000,000) 15,000,000 shares of Company Class A Common Stock, (b) 15,000,000 shares of Class B Common Stock and (c) 5,000,000 shares of preferred stock, no par value $0.01 per share(the "Preferred Stock"), (ii) twenty-six million six hundred thousand (26,600,000) 4,818 shares of Company which are designated Series A Junior Participating Preferred Stock, no par value $0.01 per sharevalue, and (iii) two hundred million (200,000,000) shares 5,254 of excess stockwhich are designated Series B Junior Participating Preferred Stock, no par value $0.01 per share (“Excess Stock”)value. As of At the close of business on May 4February 29, 2021 (the “Company Capitalization Date”)2000, (Ai) 98,301,860 Company 4,817,394 shares of Class A Common Shares Stock and 5,253,862 shares of Class B Common Stock, all of which were issued validly issued, fully paid and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued nonassessable and outstanding and (C) no shares of Excess Preferred Stock were issued and outstanding. As , (ii) no shares of Class A Common Stock and Class B Common Stock were held in the treasury of the Company Capitalization Dateor by the Company Subsidiaries, (1iii) Options to purchase an aggregate 1,227,150 shares of 855,978 Company Class B Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares Stock were reserved for issuance in connection with the exercise of outstanding Company Options in the amounts and available at the exercise prices set forth in Section 3.03 of the Disclosure Schedule, (iv) 4,818 shares of Series A Junior Participating Preferred Stock were reserved for issuance pursuant to the Incentive Plans. All outstanding Rights Agreement and (v) 5,254 shares of capital stock of the Company have been, and all Company Common Shares that may be issued Series B Junior Participating Preferred Stock were reserved for issuance pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are Rights Agreement (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 Companydefined below). No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a3.03 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, as 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 Capitalization Dateor 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. Except as issued pursuant to the Company Stock Plans, the Rights Agreement, pursuant to agreements or arrangements described in Section 3.03 of the Disclosure Schedule or as set forth in the Company SEC Reports (as defined herein), there are no options, 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. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.03 of the Disclosure Schedule, there are no outstanding (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 date of this Agreement, there are no binding contractual obligations of the Company or any of the Company Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of Common Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.03 of the Disclosure Schedule, each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever, 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 3.03 of the Disclosure Schedule, there are no material outstanding contractual obligations of the Company Securitiesor any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than obligations arising in the ordinary course of business, obligations disclosed in the Company SEC Reports and guarantees by the Company of any indebtedness of any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company 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 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 date of this AgreementCompany Capitalization Date, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.. Section 3.6

Capitalization. (a) The As of November10, 2000, the authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 20,000,000 Company Common Shares, and 500,000 shares of Company Common Stockpreferred stock, $0.01 par value $0.01 per shareshare (the "Preferred Stock"), (ii) twenty-six million six hundred thousand (26,600,000) of which 100,000 shares are designated as shares of Company Series A Junior Participating Preferred Stock, $0.01 par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”"Company Preferred Shares"). As of the close of business on May 4November10, 2021 (the “Company Capitalization Date”)2000, (Aa) 98,301,860 6,491,823 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares)outstanding, (Bb) 21,985,616 Company Preferred Shares 6,491,823 Rights issued pursuant to the Rights Agreement were issued and outstanding and (C) no shares of Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1c) Company Options to purchase an aggregate of 855,978 1,755,486 Company Common Shares (790,978 were outstanding, all of which were exercisable) were issued granted under the 1992 Equity Incentive Plan, 1994 Directors Stock Option Plan and outstanding1998 Employee and Consultant Non-Qualified Stock Option Plan (collectively, and (2) 1,155,382 the "Stock Option Plans"), 1,755,486 Company Common Shares were reserved and available for issuance pursuant to upon the Incentive Plans. All exercise of outstanding Company Options, 1,206,159 Company Common Shares were reserved for future grants under the Stock Option Plans and 100,000 Company Preferred Shares were reserved for issuance under the Rights Agreement, (d) 1,937,776 Company Common Shares were held by the Company in its treasury, and (e) no shares of capital stock of the Company have beenwere held by the Company's Subsidiaries. Except for the Rights, and all the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. Since November 10, 2000, the Company (i) has not issued any Company Common Shares that may be issued pursuant other than upon the exercise of Company Options, (ii) has granted no Company Options 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 purchase Company Common Shares that have not yet been issued, will be) fully paid and nonassessableunder the Stock Option Plans or otherwise, and were (iii) has not (orsplit, in the case combined or reclassified any of its shares of capital stock. All issued and outstanding Company Common Shares that have not yet been are duly authorized, validly issued, will not be) issued in violation fully paid, nonassessable and free of preemptive rights. Except for the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization DateRights, there are no outstanding (i) other 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.existing options,

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 7,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 100,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 1.00 per share (“Excess "Preferred Stock”"). As of the close of business on May 4December 31, 2021 (the “Company Capitalization Date”)1998, (Aa) 98,301,860 Company 1,744,949 shares of Common Shares Stock were issued outstanding, all of which were validly issued, fully paid and outstanding nonassessable; (inclusive b) no shares of Restricted Preferred Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and no action had been taken by the Board of Directors of the Company with respect to the designation of the rights and preferences of any series of Preferred Stock; (Cc) 37,100 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options (the "Options") granted pursuant to the Company's 1981 Non-Qualified Stock Option and Stock Appreciation Rights Plan and 1981 Incentive Stock Option and Stock Appreciation Rights Plan (collectively, the "Company Option Plans"); (d) 357,311 shares of Common Stock and no shares of Excess Preferred Stock were issued and outstanding. As held in the treasury of the Company; (e) no Company Capitalization Date, (1) Options to purchase an aggregate Subsidiary owns any shares of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, the Company's capital stock; and (2f) 1,155,382 there are no securities of any Company Common Shares were reserved and available Subsidiary outstanding which are convertible into or exercisable or exchangeable for issuance pursuant to the Incentive Plans. All outstanding shares of capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a)above, as of the Company Capitalization Date, there are no outstanding (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 other voting securities of the Company have been issued, are reserved for issuance or (iii) options or other rights are outstanding. All shares of Common Stock subject to acquire from issuance as aforesaid, upon issuance on the Companyterms and conditions specified in the instruments pursuant to which they are issuable, or other obligations of the Company to issue or pay cash valued by reference towill be duly authorized, any capital stockvalidly issued, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii), fully paid and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securitiesnonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of common stock (the “Company Common Stock”), and 10,000,000 shares of preferred stock (the “Company Preferred Stock”) of which, as of the Company Capitalization Date, (i) three hundred million (300,000,000) 2,000,000 shares of Company Common are designated as Mandatorily Convertible Cumulative Participating Preferred Stock, par value $0.01 per shareSeries A, (ii) twenty-six million six hundred thousand (26,600,000) 600,000 shares of Company are designated as Mandatorily Convertible Cumulative Participating Preferred Stock, par value $0.01 per shareSeries B (the “Series B Preferred Stock”), and (iii) two hundred million 2,500,000 shares are designated as Series C Junior Participating Preferred Stock. (200,000,000i) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4September 23, 2021 2012 (the “Company Capitalization Date”), (A) 98,301,860 19,315,394 shares of Company Common Shares Stock were issued and outstanding (inclusive of including Company Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no 121,328 shares of Excess Series B Preferred Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate no shares of 855,978 Company Common Shares (790,978 of which were exercisable) either Mandatorily Convertible Cumulative Participating Preferred Stock, Series A or Series C Junior Participating Preferred Stock were issued and outstanding. (ii) As of the Company Capitalization Date, no shares of Company Common Stock or Company Preferred Stock were reserved for issuance except for: (a) 240,000 shares of Series B Preferred Stock reserved for issuance upon exercise of Class C Warrants at a price of $100 per share; (b) 3,613,280 shares of Company Common Stock reserved for issuance upon conversion of the Series B Preferred Stock, including Series B Preferred Stock issuable upon exercise of the Class C Warrants; and (2c) 1,155,382 in connection with awards under the Company Stock Plans to purchase not more than 576,028 shares of Company Common Shares Stock, of which 205,631 Company Stock Options were outstanding as of the Company Capitalization Date, 370,397 shares of Company Common Stock reserved and available for issuance pursuant to future awards under the Incentive Company Stock Plans. Except as set forth on Section 3.2(a) of the Company Disclosure Schedule: (iii) All of the issued and outstanding shares of capital stock of the Company 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, Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of Company may vote (or“Voting Debt”) are issued or outstanding. The Board of Directors of Company has taken all action necessary to exempt this Agreement, in the case Merger and the transactions contemplated hereby from triggering the exercise of purchase rights under the Company’s Tax Benefit Preservation Plan dated October 23, 2009. As of the Company Capitalization Date, except pursuant to this Agreement, under the Company Stock Plans or the terms of the Company Preferred Stock, the Class C Warrants or the Company’s Tax Benefit Preservation Plan, Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of, any amount based on, any shares of Company Common Shares that have not yet been issuedStock, will be) fully paid and nonassessableCompany Preferred Stock, and were not (or, in Voting Debt or any other equity securities of Company or any securities representing the case right to purchase or otherwise receive any shares of Company Common Shares that have not yet been issuedStock, will not be) issued in violation Company Preferred Stock, Voting Debt or other equity securities of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as As of the Company Capitalization Date, there are no outstanding (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 contractual 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 date of this Agreement, there are no binding obligations of the Company or any of the Company its Subsidiaries (1) to repurchase, redeem or otherwise acquire any shares of capital stock of Company or any equity security of Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Company or its Subsidiaries or (2) pursuant to which Company or any of its Subsidiaries is or could be required to register shares of Company capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). Except for the Company Support Agreements, there are no voting trusts or other agreements or understandings to which Company, any Subsidiary of Company or, to the Knowledge of Company, any of their respective officers or directors, is a party with respect to the voting of any Company Common Stock, Company Preferred Stock, Voting Debt or other equity securities of the Company. Section 3.2(a) of the Company SecuritiesDisclosure Schedule sets forth a true and complete list of all Company Stock Options, Company Restricted Shares, Company Preferred Stock and warrants outstanding as of the Company Capitalization Date, specifying on a holder-by-holder basis (solely to the Knowledge of Company with respect to Company Preferred Stock and warrants) (A) the name of such holder, (B) the number of shares subject to each such award, or the number of shares of Company Preferred Stock or warrants held by such holder, (C) as applicable, the grant date of each such award, (D) as applicable, the vesting schedule of each such award, and (E) the exercise price for each such Company Stock Option or warrant. (b) Other than awards under the Company Stock Plans that are outstanding as of the Company Capitalization Date and listed in Section 3.2(a) of the Company Disclosure Schedule, no other equity-based awards are outstanding as of the Company Capitalization Date. Since the Company Capitalization Date through the date hereof, Company has not (i) issued or repurchased any shares of Company Common Stock, Company Preferred Stock, Voting Debt or other equity securities of Company, other than in connection with the exercise of Company Stock Options or Class C Warrants or conversion of Company Preferred Stock or settlement of each in accordance with their terms that were outstanding on the Company Capitalization Date or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company capital stock or any other equity-based awards. With respect to each grant of Company Stock Options and Company Restricted Shares, (1) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws and (2) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of Company and disclosed in the Company SEC Reports in accordance with the Exchange Act and all other applicable Laws. All Company Stock Options granted by Company or any of its Subsidiaries have been granted with a per share exercise or reference price at least equal to the fair market value of the underlying stock on the date the option or stock appreciation right was granted, within the meaning of Section 409A of the Code and associated Treasury Department guidance. From January 1, 2012 through the date of this Agreement, neither Company nor any of its Subsidiaries has (A) accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards, (B) with respect to executive officers of Company or its Subsidiaries, entered into or amended any employment, severance, change of control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code) or (C) adopted or amended any material Company Stock Plan other than the 2012 Omnibus Incentive Plan. (c) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Company are owned by Company, directly or indirectly, free and clear of any material liens, pledges, charges, claims and security interests and similar encumbrances (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary of Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 200,000,000 shares of Company Common Stock, $0.0001 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) 2,000,000 shares of excess preferred stock, $0.001 par value $0.01 per share (“Excess Stock”"COMPANY PREFERRED STOCK"). As of the close of business on May 4February 15, 2021 (the “Company Capitalization Date”)2001, (Ai) 98,301,860 36,856,537 shares of 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 all of which were exercisablevalidly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, right of first refusal, or any similar rights; (ii) no shares of Company Preferred Stock were issued and or outstanding, and ; (2iii) 1,155,382 147,562 shares of Company Common Shares Stock were held in treasury by Company or any of its subsidiaries; (iv) zero shares of Company Common Stock were held by subsidiaries of Company; (v) 424,206 shares of Company Common Stock were reserved and available for future issuance pursuant to the Incentive Plans. All outstanding ESPP; (vi) 3,560,899 shares of capital stock Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1995 Stock Option Plan; (vii) 208,332 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1997 Director Option Plan; (viii) 4,245,752 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1998 Nonstatutory Stock Option Plan; (ix) 34,808 shares of Company Common Stock were reserved for issuance upon exercise of outstanding options to purchase Company Common Stock under the Century Analysis, Inc. 1996 Equity Incentive Plan; (x) 13,240 shares of Company Common Stock were reserved for issuance upon exercise of outstanding options to purchase Company Common Stock under the Convoy Corporation 1997 Stock Option Plan; and (xi) 2,801 shares of Company Common Stock were reserved for issuance upon exercise of outstanding options to purchase Company Common Stock under the Microscript, Inc. 1997 Stock Option Plan. Between the close of business on February 15, 2001 and the date hereof, no shares of Company Common Stock have been issued other than upon exercise of vested Company Stock Options (as defined in Section 5.11) listed on Section 2.03(b) of the Company have been, and all Schedule. (b) Section 2.03(b) of the Company Common Shares that may be issued Schedule sets forth the following information with respect to each outstanding Company Stock Option as of the date hereof: (i) the name of the optionee; (ii) the particular plan pursuant to any Incentive Plan will be, when issued in accordance with which such Company Stock Option was granted; (iii) the respective terms thereof, duly authorized and validly issued and are (or, in the case number of shares of Company Common Shares Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; (vii) the extent to which each such option is vested and unvested as of such date; (viii) the date on which such Company Stock Option expires; and (ix) 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. (c) Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Company has granted such Company Stock Options that have not yet been are outstanding as of the date hereof and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to the issuance aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly 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 controlled Affiliate of the Company owns any Company Shares. (bd) Except as set forth in Section 3.5(a), as 2.03(d) of the Company Capitalization DateSchedule, there are no commitments or agreements of any character to which Company is bound obligating Company to accelerate the vesting of any Company Stock Option as a result of the Offer or the Merger or any other transactions contemplated by this Agreement, or as a result of the termination of employment of any holder of any such option. All outstanding (i) shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock or voting of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) in effect as of the Company, time of grant and issuance and (ii) securities all requirements set forth in applicable Contracts by which Company is bound and which were in effect as of the Company convertible into or exchangeable for shares time of capital stock or voting securities of the Company or (iii) options grant and issuance. "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other rights to acquire from the Companylaw, statute, constitution, principle of common law, resolution, ordinance, code, edict, judgment, order, decree, rule, regulation, ruling or other obligations of the Company to issue or pay cash valued by reference torequirement issued, any capital stockenacted, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i)adopted, (ii)promulgated, and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem implemented or otherwise acquire put into effect by or under the authority of any of the Company Securitiescourt, administrative agency, commission, governmental or regulatory authority, domestic, foreign or supranational (a "GOVERNMENTAL ENTITY").

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 75,000,000 shares of Company Common Stock, $0.001 par value $0.01 per shareshare (the “Common Stock”), (ii) twenty-six million six hundred thousand (26,600,000) 50,000,000 shares of Company Preferred Stockpreferred stock, $0.001 par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (the “Excess Preferred Stock”), of which a total of 250,000 shares of Preferred Stock have been designated in a series of Series A Junior Participating Preferred Stock. As of the close date hereof, no other shares of business on the Preferred Stock bear any designation. As of May 419, 2021 (the “Company Capitalization Date”)2010, (Ai) 98,301,860 Company 33,665,813 shares of Common Shares Stock were issued and outstanding (inclusive of which 20,800 shares were Restricted Stock Awards for 37,850 unvested Company Common SharesStock), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (Cii) no shares of Excess Preferred Stock were issued and outstanding. As , (iii) 5,347,072 shares of Common Stock were issued and held in the treasury of the Company Capitalization Dateor otherwise owned by the Company, (1iv) Options to purchase an aggregate of 855,978 2,776,854 shares of Common Stock were subject to and reserved for issuance upon (A) exercise of outstanding Company Common Shares Options or (790,978 B) lapse of which were exercisable) were issued and outstandingrestrictions on Restricted Stock Units (collectively, the “Company Stock Rights”), and (2v) 1,155,382 Company Common Shares were all 250,000 shares of Series A Junior Participating Preferred Stock have been reserved and available for issuance pursuant to upon exercise of the Incentive PlansCompany Rights. All of the outstanding shares of the Company’s capital stock of the Company have beenare, and all Company Common Shares that which may be issued pursuant to any Incentive Plan the exercise or vesting of outstanding Company Stock Rights will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessablenon-assessable. There are no bonds, and were not debentures, notes or other indebtedness having general voting rights (or, in the case of Company Common Shares that have not yet been issued, will not beor convertible into securities having such rights) issued in violation of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate (“Voting Debt”) of the Company owns or any Company Shares. (bSubsidiary issued and outstanding. Except for Company Stock Rights described in this Section 3.2(a) Except as set forth in Section 3.5(a), as of and the Company Capitalization DateRights, there are no outstanding (ix) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to, or the value of which is determined in reference to, the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or voting securities of the CompanyVoting Debt of, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of other equity interest in, the Company or (iii) options or other rights to acquire from the Company, or other obligations of the any Company to issue or pay cash valued by reference to, any capital stock, voting securities Subsidiary or securities convertible into or exchangeable for capital stock such shares or voting securities equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Equity Interests”) or (y) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary or any affiliate of the Company or to provide funds to make any investment (in the items form of a loan, capital contribution or otherwise) in clauses the Company or any Company Subsidiary. No Company Subsidiary owns any Shares. (b) As of May 19, 2010, the Company had outstanding Company Options to purchase 1,277,344 shares of Common Stock, 1,499,510 shares of Common Stock subject to Restricted Stock Units, and 20,800 shares of Restricted Stock granted under Company Stock Plans. All of Company Stock Rights and Restricted Stock have been granted to eligible employees, consultants or directors of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice pursuant to the Company Stock Plans. Since May 19, 2010 to the date hereof, the Company has not granted any Company Stock Rights or shares of Restricted Stock. Section 3.2(b) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Stock Rights and shares of Restricted Stock as of May 19, 2010 and (i)) the date of their grant and the portion thereof that is vested as of May 19, 2010 and if applicable, the exercise price therefor, (ii)) the date upon which each Company Stock Right would normally be expected to expire absent termination of employment or other acceleration, and (iii) being referred whether or not such Company Option is intended to collectively qualify as an “incentive stock option” within the “Company Securities”). As meaning of Section 422 of the date of this Agreement, there Code. (c) There are no binding obligations voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the Company’s Common Stock or any capital stock of, or other equity interest of the Company or any of the Company Subsidiaries to repurchaseSubsidiaries. (d) Except as may be incurred after the date hereof in accordance with Section 5.1, redeem as of the date hereof, there is not any material indebtedness for borrowed money, or otherwise acquire material guarantees of indebtedness for borrowed money of any Person, by the Company or any of the Company SecuritiesSubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 200,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 0.001 per share, and (iiiii) two hundred million (200,000,000) 5,000,000 shares of excess preferred stock, par value $0.01 0.001 per share (“Excess Company Preferred Stock”). As of At the close of business on May 4December 31, 2021 2008, (i) 78,187,842 shares of Company Common Stock were issued and outstanding, (including 540,230 shares of Company Common Stock that were outstanding as of the relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), (ii) zero shares of Company Common Stock were held by Company in its treasury, (iii) an aggregate 17,450,020 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company’s 1994 Long-Term Incentive Plan, 1995 Employee Stock Purchase Plan, 1998 Employee Stock Option Plan, 2000 Stock Option Plan, 2004 Equity Incentive Plan and 2008 Employee Stock Purchase Plan (collectively, the “Company Capitalization DateStock Plans”), of which (A) 98,301,860 13,063,089 shares of Company Common Shares Stock were issued subject to outstanding and outstanding (inclusive unexercised options entitling the holder thereof to purchase a share of Restricted Stock Awards for 37,850 unvested Company Common SharesStock (each, a “Company Option”), (B) 21,985,616 up to 1,083,828 shares of Company Preferred Shares Common Stock were issued issuable pursuant to outstanding performance share awards with service and outstanding and market-based vesting criteria, (C) 100,000 shares of Company Common Stock were issuable pursuant to deferred stock units, (D) 1,500,000 shares were reserved under the Company’s 2008 Employee Stock Purchase Plan and (E) 1,703,103 shares of Company Common Stock that are reserved but are not allocated to any specific outstanding rights or awards, (iv) 355,442 shares were reserved for issuance relating to outstanding obligations regarding CPEC LLC, and (v) 10,806,040 shares of Company Common Stock are reserved for issuance upon conversion of the 6.25% Convertible Senior Notes due 2009. At the close of business on January 2, 2009, no shares of Excess Company Preferred Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a)4.2(a) above, as at the close of the Company Capitalization Datebusiness on January 2, there are 2009, no outstanding (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 other voting securities of the Company were issued, reserved for issuance or (iii) options or other rights to acquire from the Companyoutstanding. From January 1, or other obligations of the Company to issue or pay cash valued by reference to2009, 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 until the date of this Agreement, there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of shares of Company Common Stock pursuant to the exercise of Company Options outstanding as of January 1, 2009, in accordance with their terms. Except as set forth in Section 4.2(a) above, as of the date hereof, there are no binding options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock rights or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Company Subsidiary (i) relating to any issued or unissued capital stock or equity interest of the Company or any Company Subsidiary, (ii) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other equity interests in the Company or any Company Subsidiary 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 capital stock of the Company or any Company Subsidiary (each of (i), (ii) and (iii), collectively, the “Company Stock Rights”). All outstanding shares of Company Common Stock are, and all shares of Company Common Stock that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any of the Company Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company Securities(including any shares of Company Common Stock) or any Company Subsidiary or any Company 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, other than pursuant to the Company Stock Plans. (c) Section 4.2(c) of the Company Disclosure Letter sets forth a true, complete and correct list, as of January 2, 2009, of (i) all Company Options, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, the exercise or base prices and the names of the holders thereof, and (ii) all other outstanding awards under the Company Stock Plans, the number of shares of Company Common Stock subject thereto, the holders thereof and the vesting schedules thereof. Each outstanding Company Option, restricted stock award, deferred stock unit, performance stock award and employee stock purchase plan right, may, be treated at the Effective Time as set forth in Section 3.1. (d) Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008 includes all the Subsidiaries of the Company (each a “Company Subsidiary” and together, the “Company Subsidiaries”) in existence as of the date hereof. All the outstanding shares of capital stock of, or other equity interests in, each such Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and are, except as set forth in such Exhibit 21, owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any other restriction (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. 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 As of the date -------------- hereof and immediately prior to the Closing, the authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 10,000,000 shares of Company Preferred Stock, of which none are issued, outstanding or reserved for issuance, and (ii) 60,000,000 shares of Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), which (A) 98,301,860 Company 13,016,332 shares of Common Shares were Stock are issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares)outstanding, (B) 21,985,616 Company Preferred Shares were issued and outstanding and no shares of Common Stock are held in the treasury of the Company, (C) no an aggregate of 478,575 shares of Excess Common Stock were issued are subject to outstanding options, and outstanding. 750,000 shares are reserved for issuance, pursuant to the Company's Stock Option Plan, (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. (b) As of the Company Capitalization Datetime of the Closing, (1) Options to purchase an aggregate of 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 authorized capital stock of the Company have beenwill consist of (i) 10,000,000 shares of Preferred Stock, of which none is issued, outstanding or reserved for issuance, and all Company (ii) 60,000,000 shares of Common Shares that may be issued pursuant to any Incentive Plan will beStock, when issued in accordance with the respective terms thereof, duly authorized and validly of which (A) 18,516,332 shares of Common Stock are issued and outstanding, (B) no shares of Common Stock are (or, held 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 treasury of the Company. No Company Subsidiary or controlled Affiliate , (C) an aggregate of 478,575 shares of Common Stock are subject to outstanding options, and 750,000 shares are reserved for issuance, pursuant to the Company's Stock Option Plan, (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 owns any Company Sharesand 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. (bc) Except as set forth in this Section 3.5(a), as 3.03 or in Schedule 3.03(c)(i) of the Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company Capitalization Dateor any of its Subsidiaries is a party, or obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries. Except as set forth in Schedule 3.03(c)(ii) of the Disclosure Schedule, there are no outstanding (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 date of this Agreement, there are no binding contractual obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any of the capital stock of the Company Securitiesor any Subsidiary 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 entity. 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 is 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 debt securities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 15,000,000 Company Common Shares, and no shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4October 2, 2021 (the “Company Capitalization Date”)2000, (Aa) 98,301,860 5,128,740 Company Common Shares were issued and outstanding outstanding, (inclusive of Restricted Stock Awards for 37,850 unvested b) 5,128,740 rights to purchase Company Common Shares)Shares ("Rights") issued pursuant to the Company's Rights Agreement were outstanding, (Bc) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 785,235 shares of Company Common Shares (790,978 Stock were outstanding, all of which were exercisable) were issued and outstandinggranted under the Stock Option Plan, and (2) 1,155,382 785,235 Company Common Shares were reserved and available for issuance pursuant to upon the Incentive Plans. All exercise of outstanding Company Options, 123,245 Company Common Shares were reserved for future grants under the Stock Option Plan and 5,128,740 Company Common Shares were reserved for issuance under the Company's Rights Agreement, (d) 1,885,901 Company Common Shares were held by the Company in its treasury, and (e) no shares of capital stock of the Company have beenwere held by the Company's Subsidiaries. Except for the Rights, and all the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since June 30, 2000, the Company (i) has not issued any Company Common Shares that may be issued pursuant other than upon the exercise of Company Options, (ii) has granted no Company Options 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 purchase Company Common Shares that have not yet been issued, will be) fully paid and nonassessableunder the Stock Option Plan or otherwise, and were (iii) has not (orsplit, in the case combined or reclassified any of its shares of capital stock. All issued and outstanding Company Common Shares that have not yet been are duly authorized, validly issued, will not be) issued in violation fully paid, nonassessable and free of preemptive rights. Except for the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization DateRights, there are no outstanding (i) other shares of capital stock or voting securities of the Company, (ii) securities of and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company convertible into or exchangeable for any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or voting securities of equity interests in, the Company or (iii) options or other rights to acquire from the Company, or other obligations any 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), its Subsidiaries and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding stock appreciation rights or limited stock appreciation rights outstanding other than those attached to such Company Options. There are no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Securitiesand there are no performance awards outstanding under the Stock Option 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, the Parent or the Surviving Corporation pursuant to any Company Benefit Plan, including the Stock Option Plan. 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 the Company or any of its Subsidiaries. No Company Common Shares have been repurchased by the Company or any of its Subsidiaries since June 30, 2000.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 240,000,000 shares of Company Common Stock, par value $0.01 0.00005 per share, (ii) twenty-six million six hundred thousand (26,600,000) and 20,000,000 shares of Company Preferred Stock, par value $0.01 0.00005 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4June 7, 2021 2001: (the “Company Capitalization Date”), i) 30,746,992 shares (Aexcluding treasury stock) 98,301,860 of 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 Excess Stock were issued and outstanding; (ii) 4,132,300 shares of Company Common Stock were held by the Company as treasury stock; (iii) no shares of Company Common Stock were held by any subsidiaries of the Company; (iv) 2,442,270 shares of Company Common Stock were reserved for future issuance under the Company ESPP; (v) 9,657,247 shares of Company Common Stock were reserved for issuance upon the exercise of Company Stock Options outstanding under the Company Option Plans; and (vi) no shares of Company Preferred Stock were issued or outstanding. As Other than pursuant to the exercise of outstanding Company Stock Options, the Company has not issued any shares of its capital stock between June 7, 2001 and the date hereof. Except as set forth in this Section 3.4(a) or the Company Rights Plan, -------------- there are no securities of the Company Capitalization Dateauthorized, (1) Options to purchase an aggregate reserved for issuance, issued or outstanding. All of 855,978 the outstanding shares of Company Common Shares (790,978 of which were exercisable) were issued and outstandingStock, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All all outstanding shares of capital stock of each subsidiary of the Company have beenCompany, are validly issued, fully paid 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 nonassessable shares of Company Common Shares that have not yet been issued, will be) fully paid and nonassessableStock, 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 controlled Affiliate of compliance in all material respects with all applicable securities laws and other applicable Legal Requirements and all applicable Contracts to which the Company owns or any Company Sharesof its subsidiaries is a party or by which they are bound. (b) Section 3.4(b) of the Company Schedule sets forth the following -------------- information with respect to each Company Stock Option outstanding as of the close of business on June 7, 2001: (i) the name of the optionee; (ii) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option; (iii) the exercise price of such Company Stock Option; (iv) the date on which such Company Stock Option was granted; and (v) the date on which such Company Stock Option will expire. As of the close of business on June 7, 2001, an aggregate of 3,908,867 shares of Company Common Stock are issuable upon the exercise of outstanding exercisable Company Stock Options. Except for shares of Company Common Stock issuable upon the exercise of Company Stock Options granted after the date hereof in compliance with Section 5.1 hereof, as of ----------- December 31, 2001, an aggregate of not in excess of 5,300,000 shares of Company Common Stock will be issuable upon the exercise of outstanding then exercisable Company Stock Options. The Company has delivered to Parent a complete and accurate copy of all Company Option Plans and the form of all stock option agreements evidencing any Company Stock Options granted thereunder. All shares of Company Common Stock subject to issuance upon the exercise of any Company Stock Option will, upon the valid issuance thereof on the terms and subject to the conditions set forth in the instrument pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock. All outstanding Company Stock Options have been granted in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements and all applicable Contracts to which the Company is a party or by which it is bound. There are no agreements of any kind or character to which the Company is a party or by which it is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of or in connection with the Merger or any other transaction contemplated hereby. (c) Except for securities that the Company owns (free and clear of all liens) directly or indirectly through one or more subsidiaries, and except for 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), there are no equity securities, partnership interests or similar ownership interests of any subsidiary of the Company, or any security convertible into, or exercisable or exchangeable for, any equity securities, partnership interests or similar ownership interests in any subsidiaries of the Company, issued, reserved for issuance or outstanding. Except as set forth in Section 3.5(a), as of the Company Capitalization Date3.4(b) hereof, there are no outstanding subscriptions, -------------- options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (i) including preemptive rights), commitments or agreements of any kind or character to which the Company or any of its subsidiaries is a party or by which they are 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 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 partnership interests 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, there are no binding obligations similar ownership interests of the Company or any of its subsidiaries, or obligating the Company Subsidiaries or any of its subsidiaries to repurchasegrant, redeem extend, accelerate the vesting of or otherwise acquire enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, except for the Company Voting Agreements and the Company Rights Plan, there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company or any of its subsidiaries is a party or by which they are bound with respect to any equity security of the Company or with respect to any equity security, partnership interest or similar ownership interest of any of the Company Securitiessubsidiaries of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 1,500,000,000 shares of Company Class A Common Stock, par value $0.01 per share, ; (ii) twenty-six million six hundred thousand (26,600,000) 1,500,000,000 shares of Company Preferred Stock, par value $0.01 per share, Class B Common Stock and (iii) two hundred million (200,000,000) 50,000,000 shares of excess stock, par value $0.01 per share preferred stock (“Excess of which 3,000,000 shares have been designated Series A Junior Participating Preferred Stock”). As of the close of business on May 4October 31, 2021 (the “Company Capitalization Date”)2003, (Ai) 98,301,860 505,030,560 shares of Company Class A Common Shares Stock 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 outstanding; and (Cii) no 499,859,233 shares of Excess Company Class B Common Stock were issued and outstanding. As of the Company Capitalization DateSeptember 30, 2003, (1i) Company Stock Options to purchase an aggregate of 855,978 71,380,672.33 shares of Company Class A Common Shares Stock (790,978 of which options to purchase an aggregate of 39,219,573.23 shares of Company Class A Common Stock were exercisable) were issued and outstanding, ; (ii) no shares of preferred stock were issued and outstanding; and (2iii) 1,155,382 38,584,560 shares of Company Class A Common Shares Stock were reserved and available for issuance pursuant to the Incentive Plansupon conversion of Company Convertible Notes. All outstanding shares of capital stock of the Company have been, and all Company Common Shares shares that may be issued pursuant to any Incentive Company Stock 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 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 controlled Affiliate of the Company owns any shares of Company SharesCommon Stock. (b) Except as set forth in this Section 3.5(a), as 5.05 or in Section 5.05(b) of the Company Capitalization DateDisclosure Schedule, the Company Rights and changes since September 30, 2003, resulting from the exercise of employee stock options outstanding on such date, there are no outstanding (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 obligation of the Company to issue or pay cash valued by reference toissue, 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”)) other than the Company Convertible Notes. As of the date of this Agreement, there There are no binding outstanding obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 Shares and 1,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 per share (the “Excess Preferred Stock”). As of At the close of business on May 4June 28, 2021 2012 (the “Company Capitalization Measurement Date”)): (i) 68,792,074 Shares were issued and outstanding; (ii) 23,610,114 Shares were held in treasury; (iii) no shares of Preferred Stock were outstanding; (iv) no Shares were subject to or otherwise deliverable in connection with the exercise of outstanding Company Stock Options; (v) 3,486,831 RSUs were outstanding; and (vi) 384,816 RSAs were outstanding. Since the close of business on the Measurement Date, no options to purchase shares of Company Common Stock or Preferred Stock have been granted and no shares of Company Common Stock or Preferred Stock have been issued, except (x) for Shares issued pursuant to the exercise or vesting of Company Stock Options, Company Restricted Shares, RSUs and RSAs in accordance with their terms and (y) with respect to periods after the date hereof, as permitted by Section 5.1. Except as set forth above, (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i1) shares of capital stock or other voting securities of of, or ownership interests in, the Company, (ii2) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in the Company or Company, (iii3) options options, warrants, calls or other rights to acquire from the Company, or other obligations of the Company to issue or pay cash valued by reference toissue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or (4) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based on, directly or indirectly, the value or price of, any capital stock of or voting securities of the Company (the items in clauses (i1), (ii2), (3) and (iii4) being are referred to collectively as the “Company Securities”). As of the date of this Agreement, and (B) there are no binding outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. All outstanding Shares (other than Company Restricted Shares) are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Neither the Company nor any of its subsidiaries is a party to any voting agreement with respect to the voting of any Company Securities. Section 3.3 of the Company SecuritiesDisclosure Schedule contains a complete and correct list as of the Measurement Date of each outstanding Company Stock Option, Company Restricted Share, RSU and RSA, including the holder, date of grant, exercise price, vesting schedule and number of Shares subject thereto, as applicable. (b) All shares of the Company’s subsidiaries are owned by the Company or another wholly-owned subsidiary of the Company free and clear of all security interests, Liens, adverse claims, pledges, limitations in voting rights, charges or other encumbrances, other than restrictions imposed by law or as would not, individually or in the aggregate, have a Material Adverse Effect. Except for the Company’s subsidiaries and as set forth in Section 3.3 of the Company Disclosure Schedule, the Company does not own any capital stock of or other equity interest in, or any interest convertible into or exercisable or exchangeable for any capital stock of or other equity interest in, any other person. Each of the outstanding shares of capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable (in each case, to the extent applicable), except where any such failure to be duly authorized, validly issued, fully paid and nonassessable would not, individually or in the aggregate, have a Material Adverse Effect. There are no issued, reserved for issuance or outstanding (1) securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in any subsidiary of the Company, (2) options, warrants, calls or other rights to acquire from the Company or any of its subsidiaries, or obligations 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 subsidiaries of the Company or (3) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based on, directly or indirectly, the value or price of, any capital stock of or voting securities of any subsidiary of the Company. There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company’s subsidiaries or any of the securities, instruments or rights described in the immediately preceding sentence. (c) No Company Securities are owned by any subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 20,000,000 shares of Company Class A Common Stock, 5,000,000 shares of Class B Common Stock and 5,000,000 shares of preferred stock, $.001 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company "Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”"). As of the close of business on May 4April 28, 2021 (the “Company Capitalization Date”)1997, (Aa) 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 7,548,416 shares of Excess Class A Common Stock were issued and outstanding. As of the Company Capitalization Date, (1b) 2,543,381 shares of Class B Common Stock were issued and outstanding, (c) no shares of Preferred Stock were issued and outstanding, (d) Options to purchase an aggregate of 855,978 330,300 shares of Common Stock were outstanding, 474,505 shares of Common Stock were reserved for issuance upon the exercise of such outstanding Options, 144,205 shares of Common Stock were reserved for future grants under the Stock Option Plans and no stock appreciation rights or limited stock appreciation rights were outstanding other than those attached to such Options, (e) 33,400 shares of Class A Common Stock were held by the Company Common Shares (790,978 of which were exercisable) were issued and outstandingin its treasury, and (2f) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding no shares of capital stock of the Company have beenwere held by the Company's Subsidiaries. The Company has no outstanding bonds, and all Company Common Shares that may be issued pursuant debentures, notes or other obligations entitling the holders thereof to any Incentive Plan will be, when issued in accordance vote (or which are convertible into or exercisable for securities having the right to vote) 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 controlled Affiliate stockholders of the Company owns on any matter. Since April 28, 1997, the Company Shares. (bi) has not issued any shares of Common Stock other than upon the exercise of Options, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans and (iii) has not split, combined, converted or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth in this Section 3.5(a), as of 6.4 or in the Company Capitalization DateDisclosure Letter, there are no outstanding (i) other shares of capital stock or voting securities of the Company, (ii) securities of and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company convertible into or exchangeable for any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or voting securities of equity interests in, the Company or (iii) options or other rights to acquire from any of its Subsidiaries. Except as set forth in 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 date of this AgreementDisclosure Letter, there are no binding outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Securitiesand there are no performance awards outstanding under the Stock Option 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 Company Benefit Plan (as defined in Section 6.11). Except as set forth in the Disclosure Letter, there are no voting trusts or other agreements or understandings to which the Company 13 18 or any of its Subsidiaries or any of the Company's directors or officers is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 175,000,000 shares of Company Common StockStock and 2,000,000 shares of preferred stock, $.001 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess of which 200,000 shares are designated Series A Junior Participating Preferred Stock”) (the "COMPANY PREFERRED STOCK"). As of the close of business on May 4February 18, 2021 2000 (the “Company Capitalization Date”"COMPANY MEASUREMENT DATE"), (Aa) 98,301,860 72,813,826 shares of 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1b) Options to purchase an aggregate no shares of 855,978 Company Common Shares (790,978 of which were exercisable) Preferred Stock were issued and outstanding, (c) the Company had no shares of Company Common Stock held in its treasury, (d) 12,665,428 shares of Company Common Stock were reserved for issuance under the Company Stock Option Plans and the ESPP, (e) Company Options to purchase 10,687,839 shares of Company Common Stock in the aggregate had been granted and remained outstanding under the Company Stock Option Plans, (f) no warrants to purchase shares of Company Common Stock were outstanding and (2g) 1,155,382 except for the Company Options, rights to the issuance of 199,786 shares of Company Common Shares were reserved Stock in the aggregate under the ESPP and available for issuance rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the Incentive PlansCompany Rights Agreement (defined in Section 3.26 hereof), there were no outstanding Rights (defined below). All outstanding Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in the Company have been issued, except pursuant to the exercise of capital stock Company Options listed in Section 3.3 of the Company have beenDisclosure Letter and the ESPP, 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, no Rights have been granted. Except as described 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 preceding sentence or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a)3.3 of the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other securities or obligations the holders of which have the right to vote or which are convertible into or exercisable for securities having the right to vote on any matter on which any stockholder of the Company has a right to vote. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are not as of the Company Capitalization Datedate hereof any existing options, there are no outstanding (i) shares of capital warrants, stock appreciation rights, stock issuance rights, calls, subscriptions, convertible securities or voting securities of the Company, (ii) securities of other rights which obligate the Company convertible into or exchangeable for any of its Subsidiaries to issue, exchange, transfer or sell any shares of in the capital stock or voting securities of the Company or (iii) options or any of its Subsidiaries, other than rights to acquire from purchase shares of Series A Junior Participating Preferred Stock pursuant to the CompanyCompany Rights Agreement, Company Common Stock issuable under the Company Stock Option Plans and the ESPP, or other obligations of the Company to issue or pay cash valued by reference toawards granted pursuant thereto (collectively, 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”"RIGHTS"). As of the date of this Agreementhereof, there are no binding outstanding contractual obligations of the Company or any of the Company its Subsidiaries to repurchase, reprice, redeem or otherwise acquire any shares of the capital of the Company Securitiesor any of its Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company to vote or to dispose of any shares in the capital of any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock and 25,000,000 shares of preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). As of March 1, 2007, (i) three hundred million 5,363,760 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights and (300,000,000ii) no shares of Company Common Stock were held in the treasury of the Company. As of March 1, 2007, 725,000 shares of Company Common Stock were issued or issuable (and 750,000 shares of Company Common Stock were reserved for issuance) upon exercise of outstanding employee stock options granted pursuant to the Company’s 2005 Stock Option Plan, as amended through the date of this Agreement (the “Company Stock Option Plan”), and 300,000 shares of Company Common Stock, par value $0.01 per share300,000 Class A Warrants and 600,000 Class B Warrants were issuable upon exercise of the Representative Warrants. As of the date hereof, (ii) twenty-six million six hundred thousand (26,600,000) no shares of Company Preferred Stock, par value $0.01 per share, Stock are issued and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”)outstanding. As of the close of business on May 4March 1, 2021 (the “Company Capitalization Date”)2007, (Ai) 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 3,290,894 Class A Warrants were issued and outstanding and (Cii) no shares of Excess Stock 6,581,788 Class B Warrants were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in this Section 3.5(a), as of the Company Capitalization Date4.03 and Section 4.10, there are no outstanding (i) shares options, 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 voting securities other Equity Interests 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 such capital stock or voting other Equity Interests, or obligating the Company 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 in, the Company. Since March 1, 2007 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 4.03 or in Section 4.03(a) of the Disclosure Schedule. Set forth in Section 4.03(a) of the Disclosure Schedule is a true and complete list, as of March 1, 2007, of the prices at which outstanding 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 outstanding at each such price and the vesting schedule of the Company Options (i) granted to each “executive officer” of the Company (within the items meaning of such term under Section 16 of the Exchange Act) or which are “incentive stock options” within the meaning of Section 422 of the Code granted to any person. All shares of Company Common Stock issued upon exercise of a Company Option have been and will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in clauses Section 4.03(a) of the Disclosure Schedule, there are no outstanding contractual obligations of the Company (i)A) restricting the transfer of, (ii)B) affecting the voting rights of, and (iiiC) being referred to collectively as requiring the “repurchase, redemption or 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 Securities”)Common Stock or any capital stock of, or other Equity Interests in, the Company. As There are no outstanding contractual obligations of the date Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (b) The Shares, when issued, paid for and delivered in accordance with the terms of this Agreement, there are no binding obligations and the shares of Company Common Stock to be issued upon exercise of the Company or any of Class A Warrants and the Company Subsidiaries Class B Warrants, will be duly authorized, validly issued, fully paid and nonassessable and not subject to repurchase, redeem or otherwise acquire any of the Company Securitiespreemptive rights.

Capitalization. (a) The As of September 30, 2009, the authorized capital stock of the Company consists of (i) three hundred million (300,000,000) shares 50,000,000 Shares of Company Common Stock, par value $0.01 per share, of which 17,414,953 Shares were issued (including 624,871 Shares held by the Company in its treasury and 16,790,082 Shares that were outstanding) and (ii) twenty-six million six hundred thousand (26,600,000) 1,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 0.001 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization DatePreferred Stock”), of which 250,000 shares are designated as Series A Junior Participating Preferred Stock (Athe “Series A Preferred Stock”) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 none of which were exercisable) were issued and or outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares There are no other classes of capital stock of the Company authorized or outstanding. As of September 30, 2009, (i) 1,221,607 Shares of Company Common Stock were reserved for issuance under the 2002 Option Plan, (ii) 139,000 Shares of Company Common Stock were reserved for issuance under the Non-statutory Plan, and 1,827,116 Shares are subject to outstanding Options (whether or not under the Option Plans), and (iii) 81,060 Shares are available for grant under the ESPP. As of September 30, 2009, there were 652,200 Warrants outstanding. All outstanding Shares of the Company Common Stock have been, and all shares of the Company Common Shares Stock that may be issued pursuant to any Incentive Plan upon exercise or conversion of Options, will be, 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 befully paid, nonassessable and free of preemptive rights. Except as described above: (i) fully paid and nonassessable, and were not (or, in the case there are no shares 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 controlled Affiliate capital stock of the Company owns any Company Shares. authorized, issued, reserved for issuance or outstanding; (bii) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (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 Companyof any kind, or other obligations of which obligate the Company or any of its Subsidiaries to issue issue, deliver or pay cash valued by reference to, dispose of any shares of capital stock, voting securities or other Equity Interests of the Company or any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock or stock, voting securities or other Equity Interests of the Company (the items in clauses (i)collectively, (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, ; (iii) there are no binding restricted shares, stock appreciation rights, performance units, contingent clause rights, “phantom” equity or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, the Company, to which the Company is bound; (iv) there are no outstanding obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; (v) there are no other options, calls, warrants, pre-emptive rights or other similar rights, agreements, arrangements or commitments of the Company Securitiesof any character relating to the issued or unissued capital stock of the Company to which the Company or any of its Subsidiaries is a party; and (vi) there are no 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 holders of Company Common Stock may vote. (b) Section 3.3(b) of the Company Disclosure Schedule contains a complete and correct list of all outstanding Options as of September 30, 2009, whether or not granted under the Option Plans, and all outstanding Warrants as of September 30, 2009, including the holder, the date of grant and the exercise or base price and number of Shares of Company Common Stock subject thereto. (c) Each of the outstanding shares of capital stock, voting securities or other Equity Interests of each Subsidiary of the Company is duly authorized, validly issued, fully paid, nonassessable and free of any preemptive rights, and all such securities are owned by the Company or another wholly owned Subsidiary of the Company and are owned free and clear of all Liens. There are no (i) outstanding options or other rights of any kind, which obligate the Company or any of its Subsidiaries to issue or deliver any shares of capital stock, voting securities or other Equity Interests of any such Subsidiary or any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock, voting securities or other Equity Interests of a Subsidiary of the Company, (ii) restricted shares, stock appreciation rights, performance units, contingent clause rights, “phantom” equity or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the Company, to which the Company or any of its Subsidiaries is bound, (iii) outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible into or exchangeable into or exercisable for any shares of capital stock, voting securities or other Equity Interests of a Subsidiary of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any of the Company’s Subsidiaries or any other Person; or (iv) other options, calls, warrants, pre-emptive rights or other similar rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of any Subsidiary of the Company to which the Company or any of its Subsidiaries is a party. None of the Subsidiaries of the Company owns any Company Common Stock. (d) Except for this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party relating to the voting of any shares of capital stock of the Company or granting to any Person the right to elect, or to designate or nominate for election, a director to the Company Board or any of its Subsidiaries. Immediately following the consummation of the Merger, there will not be outstanding any rights, warrants, options or other securities entitling the holder thereof to purchase, acquire or otherwise receive any shares of the capital stock of the Company or any of its Subsidiaries (or any other securities exercisable for or convertible into such shares). (e) There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company.

Capitalization. (a) The authorized capital stock of the Company -------------- consists of (i) three hundred million (300,000,000) 20,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 5,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 .10 per share (“Excess the "Preferred Stock”"). As of the close of business on May 4December 1, 2021 (the “Company Capitalization Date”)1995, (Ai) 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 8,751,636 shares of Excess Common Stock were issued and outstanding. As , all of which are validly issued, fully paid and nonassessable (except that 60,707 of such shares were restricted shares issued pursuant to the 1987 Stock Plan), and 78,989 shares were held in treasury, (ii) no shares of Preferred Stock were outstanding or held in treasury, (iii) no shares of Common Stock or Preferred Stock were held by subsidiaries of the Company Capitalization DateCompany, (1iv) Options to purchase an aggregate 880,908 shares of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares Stock were reserved for future issuance pursuant to outstanding stock options granted under the 1987 Stock Plan and available 328,955 shares were reserved for future grants under such plan, (v) 79,624 shares of Common Stock were reserved for future issuance upon exercise of options granted under the Director Option Plan and 110,762 shares were reserved for future grants under such Plan, (vi) 30,572 shares of Common Stock were reserved for future issuance under The Earth Technology Corporation (USA) 1994 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"), (vii) 166,500 shares of Common Stock were reserved for issuance upon exercise of the Warrants, (viii) 146,843 shares of Common Stock were reserved for issuance pursuant to options issued by Summit Environmental Group, Inc. and assumed by the Incentive Plans. All outstanding Company, and (ix) 74,063 shares of capital stock of the Company have been, and all Company Common Shares that may be issued Stock were reserved for issuance pursuant to any Incentive Plan will be, when options issued in accordance with the respective terms thereof, duly authorized by HazWaste Industries Incorporated 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 assumed by the Company. No Company Subsidiary or controlled Affiliate of material change in such capitalization has occurred between December 1, 1995 and the Company owns any Company Shares. (b) date hereof. Except as set forth in Section 3.5(a)4.1, as this Section 4.3 or Section 4.11 or in Section 4.3 or Section 4.11 of the Company Capitalization DateDisclosure Schedule or the SEC Reports, there are no outstanding (i) shares options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued 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 date of this Agreement, there are no binding obligations of the Company or any of its subsidiaries or obligating the Company Subsidiaries or any of its subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. Except as disclosed in Section 4.3 of the Disclosure Schedule or the SEC Reports, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or the capital stock of any subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary or any other entity other than guarantees of bank obligations of subsidiaries entered into in the ordinary course of business. Except as set forth in Sections 4.1 and 4.3 of the Disclosure Schedule, all of the outstanding shares of capital stock (other than directors' qualifying shares) of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than directors' qualifying shares and a de minimis number of shares owned by employees of such subsidiaries) are owned by the Company Securitiesor another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any nature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Class A Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 10,000,000 shares of Company Preferred Class B Common Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) 5,000,000 shares of excess preferred stock, par value $0.01 .01 per share (“Excess "Company Preferred Stock”"). . (b) As of the close of business on May 4October 18, 2021 (the “Company Capitalization Date”)2004, (Ai) 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 40,018,789 shares of Excess Company Class A Common Stock and 255,000 shares of Company Class B Common Stock were issued and outstanding. As , all of which are validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) 1,219,623 shares of Company Class A Common Stock and no shares of Company Class B Common Stock were held in the treasury of the Company Capitalization DateCompany, (1iii) Options to purchase an aggregate no shares of 855,978 Company Common Shares Stock were held by the Subsidiaries, (790,978 iv) 6,491,094 shares of which were exercisableCompany Class A Common Stock are issuable upon exercise of outstanding Company Stock Options granted under the Company Stock Option Plan at a weighted average per share exercise price of $14.137, (v) were issued and outstanding7,677,071 shares of Company Class A Common Stock are reserved for future issuance in connection with the Company Stock Option Plan (including shares reserved pursuant to outstanding Company Stock Options), and (2vi) 1,155,382 255,000 shares of Company Class A Common Shares Stock were reserved and available for future issuance pursuant to the Incentive Plans. All outstanding conversion of shares of Company Class B Common Stock. Since October 18, 2004 through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Company Stock Options outstanding as of October 18, 2004, there has been no change in the number of shares of outstanding capital stock of the Company have beenor the number of outstanding Company Stock Options. As of the date of this Agreement, and all no shares of 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 Preferred Stock are issued and are (or, in the case of outstanding. The Company Common Shares that does not 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 Companya "poison pill" or similar stockholder rights plan. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in this Section 3.5(a), as of the Company Capitalization Date3.03, there are no outstanding (iA) options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary, (B) voting securities of the Company or securities convertible, exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (iiC) securities equity equivalents, interests in the ownership or earnings of the Company convertible into or exchangeable for any Subsidiary or similar rights. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary 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. None of the Company or any Subsidiary is a party to any stockholders' agreement, voting trust agreement or registration rights agreement relating to any equity securities of the Company or (iii) options any Subsidiary or any other rights Contract relating to acquire from the Company, or other obligations of the Company to issue or pay cash valued by reference to, any capital stockdisposition, voting securities or securities convertible into or exchangeable for capital stock or voting dividends with respect to any equity securities of the Company or of any Subsidiary. (the items in clauses c) Each outstanding share of capital stock, each limited liability company membership interest and each partnership interest of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable and was issued free of preemptive (i), (ii)or similar) rights, and each such share or interest is owned by the Company or another Subsidiary free and clear of all options, rights of first refusal, agreements, limitations on the Company's or any Subsidiary's voting, dividend or transfer rights, charges and other encumbrances or Liens of any nature whatsoever. (iiid) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding obligations the only outstanding indebtedness for borrowed money of the Company or any and the Subsidiaries is $200,000,000 in aggregate principal amount of term loans under the Credit Agreement, dated as of July 22, 2004, as amended, among the Company, Boca Resorts Hotel Corporation, various Subsidiaries, Deutsche Bank Securities Inc., Deutsche Bank Trust Company Subsidiaries to repurchase, redeem or otherwise acquire any of Americas and various lenders (the Company Securities"Credit Agreement").

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 500,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 50,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 per share (the “Excess Company Preferred Stock,” and together with Company Common Stock, the “Company Capital Stock”). . (b) As of the close of business on May 48, 2021 2014, there were (the “Company Capitalization Date”), (Ai) 98,301,860 117,295,886 shares of Company Common Shares were Stock issued and outstanding 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 (Cii) no shares of Excess Company Preferred Stock were issued and outstanding. As ; (iii) 0 shares of Company Common Stock owned by the Company Capitalization Date, as treasury stock; (1iv) Options to purchase an aggregate 10,195,132 shares of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were Stock reserved and available for issuance pursuant to the Incentive Company Stock Plans. All outstanding , including (A) 330,696 shares of capital stock of the Company 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 beStock reserved for issuance under the Company 2007 Stock Incentive Plan and (B) fully paid and nonassessable, and were not (or, in the case 9,864,436 shares 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 controlled Affiliate of Stock reserved for issuance under the Company owns any Company 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 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”)2013 Omnibus Incentive Plan. As of the date hereof, (1) 3,218,013 shares of this AgreementCompany Common Stock are subject to issuance pursuant to the exercise of Company Stock Options outstanding under the Company Stock Plans, other than Performance Options (whether or not presently exercisable), (2) 171,800 shares of Company Common Stock are subject to issuance pursuant to the exercise of Performance Options (whether or not presently exercisable) outstanding under the Company Stock Plans, (3) there are no binding obligations 256,414 shares of Company Common Stock constituting outstanding Company Restricted Shares (other than Performance Shares), which are reflected in the number of shares of Company or any Common Stock under Section 3.2(b)(i), (4) there are 1,135,313 shares of Company Common Stock constituting outstanding Performance Shares, which are reflected in the number of shares of Company Subsidiaries Common Stock under Section 3.2(b)(i), (5) there are 129,007 shares of Company Common Stock subject to repurchaseoutstanding Company RSUs, redeem or otherwise acquire any which are not reflected in the number of the shares of Company Securities.Common Stock under Section

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company AGM consists of (i) three hundred million (300,000,000) 90,000,000,000 shares of Company AGM Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 999,999,999 shares of Company Class B Common Stock, (iii) 1 share of Class C Common Stock, (iv) 11,000,000 shares of Series A Preferred Stock, par value $0.01 per share, and (iiiv) two hundred million (200,000,000) 12,000,000 shares of excess stock, par value $0.01 per share (“Excess Series B Preferred Stock”). As of the close of business on May 4October 23, 2021 (the “Company Capitalization Date”)2019, (A) 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 222,402,725 shares of Excess AGM Common Stock were issued and outstanding. As of the Company Capitalization Date, (1B) Options to purchase an aggregate 1 share of 855,978 Company Class B Common Shares Stock was issued and outstanding, (790,978 C) 1 share of which were exercisableClass C Common Stock was issued and outstanding, (D) 11,000,000 shares of Series A Preferred Stock were issued and outstanding, (E) 12,000,000 shares of Series B Preferred Stock were issued an outstanding, and (2F) 1,155,382 Company 402,764,033 Operating Group Units were outstanding. As of October 23, 2019, there were (x) outstanding stock options to acquire 200,0000 shares of AGM Common Shares were reserved Stock and available for issuance pursuant to (y) outstanding restricted share units covering 11,983,008 shares of AGM Common Stock. Except as set forth in the Incentive Plans. All preceding sentences of this Section 4.2, as of October 23, 2019, there are no outstanding shares of capital stock of the Company have beenof, or other equity or voting interest in AGM 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i) shares of 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, or any 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 Companyof, 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 equity or voting securities of the Company (the items in clauses (i)interest in, (ii), and (iii) being referred to collectively as the “Company Securities”)AGM. As of the date hereof there have been no changes to the capitalization set forth in the preceding sentences of this AgreementSection 4.2 since October 23, there are no binding obligations 2019 other than de minimis changes. (b) The capitalization of each member of the Company or any Apollo Operating Group as of the Company Subsidiaries to repurchase, redeem or otherwise acquire any date hereof is set forth on Section 4.2(b) of the Company SecuritiesDisclosure Schedule. (c) AGM or one or more of its direct or indirect Subsidiaries owns the common stock, membership interests or other ownership interests, as applicable, in each of its Subsidiaries free and clear of all Liens, encumbrances and adverse claims, except for such Liens, encumbrances and adverse claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AGM. (d) No member of the Apollo Operating Group owns capital stock of AGM.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) shares 30,000,000 Common Shares, of Company Common Stockwhich, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As as of the close date of business on May 4this Agreement, 2021 (the “Company Capitalization Date”), (A) 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 7,749,530 shares were issued and outstanding and no shares were held in the treasury of the Company, and (ii) 12,642,500 Preferred Shares, of which (A) 5,500,000 shares have been designated as Series A Preferred Stock, of which, as of the date of this Agreement, 5,002,000 shares were issued and outstanding and were convertible into 5,002,000 Common Shares, (B) 1,312,500 shares have been designated as Series A-1 Preferred Stock, of which, as of the date of this Agreement, 1,000,495 shares were issued and outstanding and were convertible into 2,000,990 Common Shares and (C) no 5,830,000 shares have been designated as Series A-2 Preferred Stock, of Excess Stock which, as of the date of this Agreement, 5,135,000 shares were issued and outstandingoutstanding and were convertible into 5,135,000 Common Shares. As Other than shares reserved for issuance upon conversion of outstanding Preferred Shares as described above or exercise of Options or Warrants as set forth below, no Company Shares, Options, warrants or other securities convertible or exchangeable for equity securities of the Company Capitalization Datewill be issued prior to the Effective Time. (b) Section 2.2(b) of the Company Disclosure Letter sets forth a complete and accurate list, (1) Options to purchase an aggregate as of 855,978 Company the date of this Agreement, of the holders of capital stock of the Company, showing the number of shares of capital stock, and the class or series of such shares, held by each stockholder of the Company, and for securities other than Common Shares, the number of Common Shares (790,978 if any) into which such shares are convertible. Section 2.2(b) of which were exercisable) were the Company Disclosure Letter also sets forth all outstanding Company Shares that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the 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 capital stock of the Company 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, been duly authorized and validly issued and are (orare, in the case of Company Common Shares that have not yet been and were when issued, will be) fully paid and nonassessable. All of the shares of capital stock of the Company ever issued by the Company have been offered, issued and sold by the Company in compliance with all applicable federal, state and foreign securities Laws. (c) Section 2.2(c) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement of: (i) all Company Stock Plans, indicating for each Company Stock Plan the number of Common Shares issued to date under such Company Stock Plan, the number of Common Shares subject to outstanding options under such Company Stock Plan and the number of Common Shares reserved for future issuance under such Company Stock Plan; (ii) all holders of outstanding Options, indicating with respect to each Option (A) the Company Stock Plan under which it was granted, (B) the number of Common Shares subject to such Option, the exercise price, the date of grant, the vesting schedule (including any acceleration provisions with respect thereto), (C) whether such Option is currently held by an employee or non-employee of the Company, (D) the termination date (if any) of any employee and non-employee of the Company and any such Option, and were (E) the classification of such option as an incentive stock option or a nonqualified stock option and (iii) all holders of outstanding warrants, indicating with respect to each warrant the agreement or other document under which it was granted, the number of shares of capital stock and the class or series of such shares subject to such warrant, the exercise price, the date of issuance and the expiration date thereof. On and after November 5, 2012, the Company has not (orgranted or issued any Options or other securities that are convertible or exchangeable, in the case of Company Common Shares that have not yet been issueddirectly or indirectly, will not be) issued in violation of the Constituent Documents into equity securities of the Company. The Company has made available to the Buyer complete and accurate copies of all Company Stock Plans and forms of all stock option agreements evidencing all Options and forms of all warrant agreements evidencing all Warrants. All Options were granted with an exercise price that was at least equal to the fair market value of the Common Shares on the date of grant of such Option. The Company has not adjusted the exercise price of any Option. The Company’s past and current stock option grant practices complied with the terms of the applicable Company Stock Plan and applicable Laws. (d) Concurrently with the execution and delivery of this Agreement, the Company has delivered to the Buyer a complete and accurate spreadsheet in a form reasonably acceptable to the Buyer and the Escrow Agent, specifying the information set forth on Schedule 2.2(d) (the “Merger Consideration Allocation Spreadsheet”). When all of the Merger Consideration is distributed in accordance with Section 1.5, Section 1.8 and the Merger Consideration Allocation Spreadsheet, each holder of Company Shares, Options and Warrants shall have received the portion of the Merger Consideration, if any, to which the holder of such Company Shares, Options and Warrants is entitled under and in accordance with the rights (including liquidation rights) and privileges set forth in the Company’s Amended and Restated Certificate of Incorporation, the applicable Company Stock Plan and the applicable Warrant agreement, as applicable. (e) No Company Subsidiary or controlled Affiliate equity security of the Company owns or subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding. The Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares of its capital stock any evidences of Indebtedness or assets of the Company. The Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or to make any other distribution in respect thereof. All repurchases, redemptions or other acquisitions of Company Shares, other capital stock or other equity securities of the Company undertaken by the Company at any time have complied with all applicable Laws and have not violated the Amended and Restated Certificate of Incorporation or Bylaws of the Company (or other equivalent corporate governing documents) then in place or any other restriction contained in any Contract to which the Company or any of its Affiliates is or was at such time a party. No Person has claimed or threatened to claim that such Person’s Company Shares, other capital stock or other equity interests in the Company have been wrongfully repurchased, redeemed or acquired by the Company or that any cancellation, repurchase, redemption or acquisition by the Company of its Company Shares or other equity interests violated applicable Law. There are no outstanding or authorized grants of equity or equity-related compensation with respect to the Company which have not otherwise been embodied in written agreements with the grantee thereof which have been made available to the Buyer. (bf) Except as set forth in Section 3.5(aThere is no agreement, written or oral, between the Company and any holder of its securities, or, to the Company’s knowledge, between or among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights), as registration under the Securities Act, or voting, of the capital stock of the Company. (g) Other than the holders of shares of capital stock of the Company Capitalization Dateand except set forth on Section 2.2(g) of the Company Disclosure Letter, there are no outstanding Person has claimed or threatened to claim that such Person has or is entitled to: (i) shares of the Company’s capital stock or voting securities of any other equity or other ownership interest in the Company, (ii) securities any rights of an owner of an equity interest in the Company convertible into Company, including any option, preemptive rights or exchangeable for shares of capital stock rights to notice or voting securities of the Company to vote or (iii) options any rights under the Amended and Restated Certificate of Incorporation or other rights to acquire from Bylaws of 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.

Capitalization. (a) The authorized capital stock of the Company 3Dfx consists of (i) three hundred million (300,000,000) 50,000,000 shares of Company 3Dfx Common Stock and of (ii) 5,000,000 shares of Preferred Stock, no par value $0.01 per shareshare ("3DFX PREFERRED STOCK"), 60,000 of which have been designated as 3Dfx Series A Participating Preferred. At the close of business on November 30, 1998, (i) approximately 15,592,912 shares of 3Dfx Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) twenty-six million six hundred thousand (26,600,000) approximately 349,919 shares of Company Preferred Stock3Dfx Common Stock were reserved for future issuance pursuant to 3Dfx's employee stock purchase plan, par value $0.01 per share, and (iii) two hundred million (200,000,000) approximately 3,422,609 shares of excess 3Dfx Common Stock were reserved for issuance upon the exercise of outstanding options ("3DFX OPTIONS") to purchase 3Dfx Common Stock, approximately 1,287,185 shares of 3Dfx Common Stock were reserved for future grant under the 1995 Stock Option Plan, the 1997 Supplemental Stock Option Plan and the 1997 Director Option Plan and (iv) 93,636 shares of 3Dfx Common Stock were reserved for issuance upon exercise of warrants. No change in such capitalization has occurred between September 30, 1998 and the date hereof except issuances of 3Dfx Common Stock that would be permitted pursuant to Section 5.2(c) hereof. As of the date hereof, no shares of 3Dfx Preferred Stock were issued or outstanding. The authorized capital stock of Sub consists of 10,000 shares of common stock, par value $0.01 0.10 per share (“Excess Stock”). As share, 100 shares of which, as of the close of business on May 4date hereof, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were are issued and outstanding. As All of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 3Dfx's and Sub's respective capital stock of the Company 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, been 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in this Section 3.5(a)4.3, as of the Company Capitalization Date, there are no outstanding (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 date of this Agreement, there are no binding obligations options, warrants or other rights, agreements, arrangements or commitments of any character relating to the Company issued or unissued capital stock of 3Dfx or any of its subsidiaries or obligating 3Dfx or any of its subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, 3Dfx or any of its subsidiaries. All shares of 3Dfx Common Stock subject to issuance as aforesaid, upon issuance on the Company Subsidiaries terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of 3Dfx Common Stock to be issued pursuant to the Merger will be, duly authorized, validly issued, fully paid and nonassessable. Except for such actions as are permitted under Section 5.2, there are no obligations, contingent or otherwise, of 3Dfx or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of 3Dfx Common Stock or the capital stock of any subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary or any other entity other than guarantees of obligations of subsidiaries entered into in the ordinary course of business. All of the Company Securitiesoutstanding shares of capital stock (other than directors' qualifying shares) of each of 3Dfx's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares) are owned by 3Dfx or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in 3Dfx's voting rights, charges or other encumbrances of any nature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of Fifty Million (50,000,000) Shares, and (ii) One Million (1,000,000) shares of preferred stock, par value $0.0001 per share (the "Preferred Stock"). (b) As of April 30, 2009: (i) three hundred million Eleven Million Sixty-Four Thousand One Hundred Forty-Two (300,000,00011,064,142) Shares were issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued free of preemptive rights; (ii) 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 Preferred Stock were outstanding. Since the close of business on April 30, 2009, until the date hereof, no options to purchase shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Restricted Company Common Stock or Preferred Stock have been granted and no shares of Company Common Stock or Preferred StockStock have been issued, par value $0.01 per shareexcept for 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 Plan, 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 Schedule of Exceptions, no other equity-based award or Option is outstanding under a Company Stock Plan or otherwise. (iiic) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close date of business on May 4this Agreement, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except except as set forth in clauses (a) and (b) of this Section 3.5(a), as of the Company Capitalization Date, 3.3: (i) there are no not outstanding or authorized any (iA) shares of capital stock or other voting securities of the Company, (iiB) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iiiC) options or other rights to acquire from the Company, or other obligations any obligation of the Company to issue or pay cash valued by reference toissue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (icollectively, "Company Securities"), ; (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; and (iii) 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 or other voting securities of the Company Securitiesto which the Company is a party.

Capitalization. (a) The authorized capital stock of Exegy as of the Company date of this Agreement consists of (i) three hundred million (300,000,000) 26,246,376 shares of Company which 15,666,672 shares have been designated Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) ; and 10,579,704 shares of Company have been designated Exegy Preferred Stock, par value $0.01 per share, of which 3,333,328 shares have been designated Series A Preferred Stock and (iii) two hundred million (200,000,000) 7,246,376 shares of excess stock, par value $0.01 per share (“Excess have been designated Series A-2 Preferred Stock”). As of the close of business on May 4August 22, 2021 (the “Company Capitalization Date”)2006, (A) 98,301,860 Company 2,000,000 shares of Exegy Common Shares Stock were issued and outstanding, (B) Stock Options to purchase an aggregate of 1,541,963 shares of Exegy Common Stock were issued and outstanding (inclusive of Restricted which options to purchase an aggregate of 205,087 shares of Exegy Common Stock Awards for 37,850 unvested Company Common Shareswere exercisable), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Excess Exegy Common Stock were held in its treasury, except as disclosed in the Exegy Financial Statements, (D) 10,025,690 shares of Exegy Preferred Stock were issued and outstanding. As of the Company Capitalization Date, (1E) Stock Options to purchase an aggregate of 855,978 Company Common Shares (790,978 -0- shares of which were exercisable) Exegy Preferred Stock were issued and outstanding, and outstanding (2) 1,155,382 Company Common Shares of which options to purchase an aggregate of -0- shares of Exegy Preferred Stock were reserved and available for issuance pursuant to the Incentive Plansexercisable). All outstanding shares of capital stock of the Company Exegy 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, been 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 . All Stock Options outstanding as of the Constituent Documents date hereof (including the name of the Company. No Company Subsidiary or controlled Affiliate option holder, the date of grant, the exercise price and number of shares exercisable under such options) are set forth on Section 6.7 of the Company owns any Company SharesExegy Disclosure Schedule. (b) Except As of the date hereof, except (i) as set forth in this Section 3.5(a)6.7, as and (ii) for changes since December 31, 2005, resulting from the exercise of the Company Capitalization Datestock options outstanding on such date, there are no outstanding (ix) shares of capital stock or other voting securities of the CompanyExegy, (iiy) securities of the Company Exegy convertible into or exchangeable for shares of capital stock or voting securities of the Company Exegy, or (iiiz) options or other rights to acquire from the CompanyExegy, or other obligations and no obligation of the Company Exegy to issue or pay cash valued by reference toissue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company Exegy (the items in clauses (ix), (ii), y) and (iiiz) being referred to collectively as the “Company Exegy Securities”). As of the date of this Agreement, there There are no binding outstanding obligations of the Company Exegy or any of the Company Subsidiaries Exegy Subsidiary to repurchase, redeem or otherwise acquire any Exegy Securities. There are no outstanding contractual obligations of Exegy to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. As of the Company Securitiesdate 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 a party, or of which Exegy is aware, relating to voting, registration or disposition of any shares of capital stock of Exegy.

Capitalization. (a) The authorized share capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess common stock, par value $0.01 0.001 per share (“Excess Stock”). As share, of the close of business on May 4, 2021 Company (the “Company Common Stock”) and (ii) 15,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). (b) As of November 25, 2022 (the “Capitalization Date”), ): (Ai) 98,301,860 41,658,311 shares of 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 Excess Stock were issued and outstanding. As , all of which are duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights; (ii) no shares of Company Common Stock were held in the treasury of the Company Capitalization Date, Company; (1iii) Options to purchase an aggregate no shares of 855,978 Company Common Shares Stock were held by the Company Subsidiaries; (790,978 iv) no shares of which were exercisable) Preferred Stock were issued and outstanding; (v) 6,323,914 shares of Company Common Stock were reserved for future issuance in connection with the Company Stock Plans (including 4,134,202 shares of Company Common Stock subject to outstanding Company Options (all of which vest solely on continuous service), 1,756,074 shares of Company Common Stock subject to outstanding Company RSUs (all of which vest solely on continuous service) and 433,638 shares of Company Common Stock subject to outstanding Company PSUs (assuming satisfaction of any market or performance conditions at maximum levels); (vi) 6,368,321 shares of Company Common Stock were reserved for issuance in connection with the conversion of the principal and accrued but unpaid interest of the Convertible Debentures; and (2vii) 1,155,382 12,330,710 shares of Company Common Shares Stock were reserved and available for issuance pursuant in connection with the exercise of the Company Warrants. Except as set forth in this Section 3.03(b) and as set forth on Section 3.03(b) of the Company Disclosure Schedule, there are no options, warrants, calls, restricted shares, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the Incentive Plans. All outstanding issued or unissued shares or other equity interests or capital stock of the Company or any Company Subsidiary or any securities convertible into or exchangeable or exercisable for any such shares, capital stock or other equity interests, or any other rights or instruments that are linked in any way to the price of the shares of Company Common Stock or any shares of capital stock of any Company Subsidiary, the value of all or any part of the Company have beenor any Company Subsidiary (each, an “Equity Interest”), in each case, subject to vesting or obligating the Company or any Company Subsidiary to issue, sell or grant any such Equity Interests. All Shares subject to issuance as aforesaid, upon issuance on the terms and all Company Common Shares that may be issued conditions specified in the instruments pursuant to any Incentive Plan which they are issuable, will bebe duly authorized, 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, nonassessable and were not free of preemptive (or, in the case of Company Common Shares that have not yet been issued, will not beor similar) issued in violation of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Sharesrights. (bc) Except as set forth in Section 3.5(a)The Company has previously provided a complete and correct list, as of the Company Capitalization Date, of (i) the number of shares of Company Common Stock subject to each outstanding Company Option (assuming satisfaction of any market or performance conditions at maximum levels), the name of the holder (to the extent not prohibited by applicable Law), the exercise price, the grant date, the exercise period and vesting schedule of each such Company Option and the Company Stock Plan pursuant to which the Company Option was granted, (ii) the number of shares of Company Common Stock subject to each outstanding Company RSU, the name of the holder (to the extent not prohibited by applicable Law), the grant date, the vesting schedule and settlement date and the Company Stock Plan pursuant to which such Company RSU was granted and (iii) each outstanding Company PSU (assuming satisfaction of any market or performance conditions at maximum levels), the name of the holder (to the extent not prohibited by applicable Law), the grant date, the vesting schedule, the threshold, target and maximum number of Company Common Stock that may be earned, the settlement date, the total amount of the unpaid portion of each Company PSU, and the Company Stock Plan pursuant to which such Company PSU was granted. (d) Section 3.03(d) of the Company Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Convertible Debenture outstanding, as of the Capitalization Date, of: (i) the name of the registered holder of each outstanding Convertible Debenture; (ii) the number of shares of Company Common Stock subject to such Convertible Debenture; (iii) the per share conversion price of such Convertible Debenture; and (iv) the date on which such Convertible Debenture was originally issued. The Company has made available to Parent true and complete copies of all agreements evidencing such Convertible Debentures. The Convertible Debentures have not been amended or supplemented since being made available to Parent, and there are no Contracts that provide for the amendment or supplement of any such Convertible Debentures. (e) Section 3.03(e) of the Company Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Warrant outstanding, as of the Capitalization Date the following information: (i) the name of the registered holder of each outstanding Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the per share exercise price of such Company Warrant; (iv) the date on which such Company Warrant was originally issued; and (v) the date on which such Company Warrant expires. The Company has made available to Parent true and complete copies of all agreements evidencing such Company Warrants. The Company Warrants have not been amended or supplemented since being made available to Parent, and there are no Contracts that provide for the amendment or supplement of any such Company Warrant. (f) Except for the Existing Loan Agreement and the Convertible Debentures, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of any member of the Company Group issued and outstanding or reserved for issuance. Except for the Convertible Debentures, there are no outstanding (i) shares obligations under Contract or otherwise of capital stock or voting securities of the Company, (ii) securities any member 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries Group to repurchase, redeem or otherwise acquire any Equity Interests of any member of the Company SecuritiesGroup, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Equity Interests of any member of the Company Group, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any member of the Company Group. Except as disclosed on Section 3.03(f) of the Company Disclosure Schedule, none of the Company nor any other member of the Company Group is a party to any stockholders’ agreement, voting trust agreement or registration rights agreement relating to any Equity Interests of the Company or any other member of the Company Group or any other Contract relating to disposition, voting or dividends with respect to any Equity Interests of the Company or of any other member of the Company Group. (g) Each outstanding Equity Interest of each Company Subsidiary that is held, directly or indirectly, by the Company is duly authorized, validly issued, fully paid and nonassessable and was issued free of preemptive (or similar) rights, and each such share or interest is owned by the Company or another Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other Liens of any nature whatsoever (other than Permitted Liens).

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 2,000,000 shares of Company Common Stock, serial preferred stock without par value $0.01 per sharedesignated serial preferred stock (the “Serial Preferred Stock”), (ii) twenty-six million six hundred thousand (26,600,000) 25,000,000 shares of Company Preferred Stock, serial preferred stock without par value $0.01 per sharedesignated serial preference shares (the “Serial Preference Shares”), and (iii) two hundred million (200,000,000) 120,000,000 shares of excess stock, common stock without par value $0.01 per share (the “Excess Common Stock”). As of the close of business on May 4March 11, 2021 (the “Company Capitalization Date”)2011, (A) 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 (Ci) no shares of Excess Serial Preferred Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were are issued and outstanding, (ii) no shares of Serial Preference Shares are issued and outstanding, (iii) 64,202,753 Shares of Common Stock are issued and outstanding, (iv) 21,993,141 shares of Common Stock are issued and held in the treasury of the Company, (v) 2,750,623 shares of Common Stock are reserved for issuance under the Company Stock Plans in respect of future awards, (vi) 1,530,046 shares of Common Stock are issuable upon the exercise of outstanding Options, (vii) 935,954 shares of Common Stock are issuable upon the vesting of Share Units subject to performance-based vesting conditions, assuming achievement of performance goals at the maximum level of performance at the end of the applicable performance period, and (2viii) 1,155,382 Company 7,577 shares of Common Shares were reserved and available for issuance pursuant Stock are issuable upon the vesting of Share Units subject to the Incentive Planstime-based vesting conditions. All outstanding shares of capital stock of the Company have beenoutstanding Shares of Common Stock are, and all Company shares of Common Shares that Stock which may be issued pursuant to any Incentive Plan the exercise of outstanding Options will be, when issued in accordance with the respective terms thereofof the Options, duly authorized and authorized, 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 Companynon-assessable. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in this Section 3.5(a)3.4(a) and in Sections 3.4(a) and (b) of the Company Disclosure Letter, and for changes resulting from the exercise of the Options outstanding as of the Company Capitalization Datedate hereof, there are no outstanding (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 other equity interests or voting securities of the Company or any Subsidiary authorized, issued or outstanding, (iiiii) options existing securities, options, warrants, calls, preemptive rights, subscription or other rights rights, agreements, arrangements, commitments, derivative contracts, forward sale contracts or undertakings of any character, to acquire from which the CompanyCompany or any of its Subsidiaries is a party, or other obligations of by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue (1) issue, transfer or pay cash valued by reference tosell or cause to be issued, transferred or sold any shares of capital stock, stock or other equity interest or voting securities security in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares of capital stock or other equity interests or voting securities securities, (2) issue, grant, extend or enter into any such security, option, warrant, call, preemptive right, subscription or other right, agreement, arrangement, commitment, derivative contract, forward sale contract, or undertaking, or (3) make any payment based on or resulting from the value or price of the Company (the items in clauses (i)Shares or of any such security, (ii)option, and warrant, call, preemptive right, subscription or other right, agreement, arrangement, commitment, derivative contract, forward sale contract or undertaking, (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding outstanding contractual obligations of the Company or any of its Subsidiaries to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other entity or (iv) issued or outstanding performance awards, units, rights to receive shares of Company’s Common Stock on a deferred basis, or rights to purchase or receive Company’s Common Stock or other equity interest or voting securities issued or granted by the Company to any current or former director, officer, employee or consultant of the Company (the items referred to in clauses (i) through (iv) of or with respect to any Person, collectively, “Rights”). Except for acquisitions, or deemed acquisitions, of Common Stock or other equity securities of the Company in connection with (1) the payment of the exercise price of Options with Common Stock (including in connection with “net” exercises), (2) required tax withholding in connection with the exercise of Options and vesting of Share Units and (3) forfeitures of Options and Share Units, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Securitiesor any of its Subsidiaries, other than pursuant to the applicable Company Plans. No Subsidiary of the Company owns any Shares. (b) All of the outstanding shares of capital stock and other Rights of each of the Company’s Subsidiaries are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, and all such shares and Rights have been validly issued and are fully paid and nonassessable and are owned by either the Company or a wholly owned Subsidiary of the Company free and clear of any Encumbrances. Section 3.4 of the Company Disclosure Letter lists each Subsidiary of the Company and its jurisdiction of organization. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party, or of which the Company has Knowledge, with respect to the voting of the capital stock and other Rights of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three one hundred sixty million (300,000,000160,000,000) shares of Company Series A Common Stock, par value $0.01 per share, (ii) twenty-six million six (6,000,000) shares of Company Series B Common Stock, par value $0.01 per share, (iii) one hundred thousand sixty million (26,600,000160,000,000) 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 $0.01 per share, issuable in series. No other shares of capital stock of, or other equity or voting interests in, the Company are authorized. (b) As of the close of business on April 5, 2019, (i) 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, (iii) two hundred million (200,000,000) no shares of excess Company Series C Common Stock were issued and outstanding, (iv) no shares of Company Preferred Stock were issued and outstanding, (v) 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 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 other equity interests in, the Company were issued, reserved for issuance or outstanding. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and 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 preemptive or similar rights granted by the Company or any Subsidiary of the Company to any holders of any class of securities of the Company or any Subsidiary of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Letter, no shares of the Company 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 acquire shares of 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, par value $0.01 per share other than the issuance of Company Common Stock upon the exercise of Company Stock Options or the settlement of Company RSU Awards, in each case outstanding as of the close of business on April 5, 2019 and 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 (“Excess StockVoting Company Debt”). As of the close of business on May 4April 5, 2021 (the “Company Capitalization Date”)2019, (A) 98,301,860 Company Common Shares 702,500 SARs 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (bd) Except as set forth in Section 3.5(a)3.2(b) above, on Section 3.2(d) of the Company Disclosure Letter or pursuant to any Collective Agreement, other than the Company Equity Awards, there are not, as of the date of this Agreement, any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock units, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Capitalization Date, there are no outstanding or any of its Subsidiaries is a party or by which any of them is bound (i) 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, or voting securities 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 the Companyits Subsidiaries or any Voting Company Debt, (ii) securities of obligating the Company convertible or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or exchangeable for shares of capital stock or voting securities of the Company undertaking or (iii) options that give any Person the right to receive any economic benefit or other rights right similar to acquire or derived from the Companyeconomic benefits and rights accruing to holders of Company Capital Stock, or other obligations of equity interests in 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”)Company. As of the date of this Agreement, except pursuant to any Collective Agreement or as set forth on Section 3.2(d) of the Company Disclosure Letter, there are no binding outstanding contractual obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Securitiesor any of its Subsidiaries. Except pursuant to any Collective Agreement, there are no proxies, voting trusts or other agreements or 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 Transaction 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) three hundred million (300,000,000) 690,000,000 shares of Company Common Stock, par value $0.01 per share, Stock and (ii) twenty-six million six hundred thousand (26,600,000) 10,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 .01 per share (the “Excess Preferred Stock”). . (b) As of the close of business on May 4February 10, 2021 2011 (the “Company Capitalization Date”), ): (Ai) 98,301,860 Company Common 261,778,425 Shares were issued and outstanding outstanding, all of which were validly issued, fully paid and nonassessable; (inclusive ii) an aggregate of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred 31,982,775 Shares were issued reserved for issuance under the Company Equity Plans upon or otherwise deliverable in connection with Company Equity Awards, of which 24,937,217 Shares are subject to outstanding Company Stock Options, zero Shares are subject to outstanding awards of Company Restricted Stock, 4,840,363 Shares are subject to outstanding Company RSUs, and outstanding 2,205,195 Shares are eligible for issuance under the ESPP; (iii) an aggregate of 28,782,825 Shares were held in the treasury of the Company and (Civ) no shares of Excess Preferred Stock were issued and outstanding. As From the close of business on the Capitalization Date through the date of this Agreement, no options or other rights to acquire shares of Common Stock (including Company Equity Awards) or shares of Preferred Stock have been granted and no shares of Common Stock have been issued, except for shares of Common Stock issued pursuant to the exercise or settlement of Company Equity Awards outstanding on the Capitalization Date, (1) Options to purchase an Date in accordance with their terms. An aggregate of 855,978 Company Common Shares (790,978 3,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock, all of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance upon exercise of preferred stock purchase rights (the “Company Rights”) issuable pursuant to the Incentive Plans. All outstanding shares Fourth Amended and Restated Renewed Rights Agreement, dated as of capital stock of May 28, 2004, between the Company have beenand American Stock Transfer & Trust Company, and all as rights agent (the “Company Common Shares that may be issued pursuant to any Incentive Plan will beRights Agreement”), when issued in accordance with the respective terms thereofwhich expired on March 28, 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 controlled Affiliate of the Company owns any Company Shares2009. (bc) Except as set forth in clauses (a) and (b) of this Section 3.5(a), as 4.3 and in Section 4.3(b) of the Company Capitalization DateDisclosure Letter (including shares of Common Stock described therein as reserved for issuance upon the exercise of Company Equity Awards), and except for the Company’s obligations under this Agreement, (i) there are no not outstanding or authorized any (iA) shares of capital stock or other voting securities of the Company, (iiB) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company Company, or (iiiC) options options, warrants or other rights to acquire from the Company, or other obligations any obligation of the Company to issue or pay cash valued by reference toissue, 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)collectively, (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, ; (ii) there are no binding outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities; (iii) there are no other options, calls, warrants or other rights relating to Company Securities to which the Company is a party, (iv) there are no 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 holders of Shares may vote and (v) there are no outstanding or authorized stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of the Shares or the value of the Company or any part thereof. (d) The outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares of capital stock or other equity interests are owned beneficially and of record by the Company or a Company Subsidiary, free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (“Liens”) other than (i) Permitted Liens and (ii) any guaranty by a Company Subsidiary, pursuant to that certain (A) Indenture, dated as of June 17, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, (B) First Supplemental Indenture, dated as of June 17, 2010, by and among the Company, the Company Subsidiaries party thereto and The Bank of New York Mellon Trust Company, N.A., (C) Second Supplemental Indenture, dated as of December 28, 2010, by and among the Company, Genzyme Europe B.V. and The Bank of New York Mellon Trust Company, N.A., and (D) Credit Agreement, dated as of July 14, 2006 (the “Credit Agreement”), by and among the Company and its Subsidiaries party thereto, the lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, ANB AMRO Bank N.V., Citizens Bank of Massachusetts and Wachovia Bank, National Association, as co-documentation agents, as amended on November 30, 2010. There are not outstanding or authorized any options or other rights to acquire from the Company Subsidiaries, or any obligations of the Company Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company Subsidiaries (collectively, “Subsidiary Securities”). There are no outstanding obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any of Subsidiary Securities, and there are no other options, calls, warrants or other rights, relating to Subsidiary Securities to which the Company Securitiesor its Subsidiaries is a party.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 90,000,000 shares of Company Common Stock and 15,000,000 shares of Preferred Stock, $.01 par value $0.01 per share, share (ii) twenty-six million six hundred thousand (26,600,000) shares of "Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”"). As of the close of business on May 4August 1, 2021 (the “Company Capitalization Date”)1997, (Ai) 98,301,860 29,782,664 shares of 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 Excess Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) 3,956 shares of Company Common Stock were owned by the Company or by subsidiaries of the Company and (iii) 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 employee Options issued pursuant to the Plans (as defined in Section 3.1(m)). Since June 30, 1997, no options to purchase 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 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 Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were Preferred Stock are 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 capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), above and except as a result of the exercise of employee Options outstanding as of the Company Capitalization DateJune 30, 1997, there are no outstanding (i) no shares of capital stock or other voting securities of the CompanyCompany 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) no options or other rights to acquire from the CompanyCompany or any subsidiary, or other obligations and no obligation of the Company or any subsidiary to issue or pay cash valued by reference toissue, 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 (iv) no equity equivalents, interests in the ownership or earnings of the Company or any subsidiary, stock appreciation rights or other similar rights (collectively, "Company Securities"). Except as set forth in Section 3.1(c) of the Disclosure Schedule of the Company dated the date hereof and delivered to Parent (the items in clauses (i"Disclosure Schedule"), (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding outstanding obligations of the Company or any of the Company Subsidiaries its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, and 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 Securitiesor any 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 or any of its subsidiaries is a party or by which any of them is bound relating to the voting of any shares of capital stock of the Company or any such subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of any subsidiary or, except as described in Section 3.1(c) of the Disclosure Schedule, to provide funds to or make any investment (in the form of a loan, capital contribution, guarantee or otherwise) in any such subsidiary or any other entity. Except as set forth in Section 3.1(c) of the Disclosure Schedule, 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 is owned directly or indirectly by the Company free and clear of any Liens (as defined in Section 8.3).

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 200,000,000 shares of Company Common Stock, par value $0.01 per shareof which, as of the Effective Date, 117,012,229 shares are issued and outstanding; (ii) twenty-six million six hundred thousand (26,600,000) 5,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 US$0.0006 per share share, of which (“Excess 1) 1,111,282 have been designated as Senior Preferred Stock”), 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 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 the close of business on May 4Effective Date, 2021 (the “Company Capitalization Date”), (A) 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 Excess capital stock are held in treasury and no shares of capital stock are reserved for future issuance except as provided in the Certificates of Designations of the Preferred Stock, the Existing Warrants and the Company Stock were Plans. Except for the Senior Preferred Stock, the Junior Preferred Stock, the Existing Warrants and the Company Stock Plans, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued and outstanding. As or unissued capital stock of the Company Capitalization Dateor any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. Section 5.03(a) of the Disclosure Schedule sets forth, for each holder of Existing Warrants or options, the following information with respect to each of the Existing Warrants and Company Stock Plans: (1i) Options the name of each holder thereof; (ii) the number of shares of capital stock subject to purchase an aggregate of 855,978 such Existing Warrants or outstanding awards under Company Common Shares (790,978 of which were exercisable) were issued and outstandingStock Plans, and the number of shares of capital stock subject to Company Stock Plans; (2iii) 1,155,382 the exercise 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 Plans and the form of award agreements under Company Stock Plans. Except as set forth in Section 5.03(a) of the Disclosure Schedule, all shares of Common Shares were reserved Stock subject to issuance as aforesaid, upon issuance on the terms and available for issuance subject to the conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as provided in the Incentive PlansCertificates of the Designations of the Preferred Stock, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Subsidiary 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 5.03(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 have beenCompany, all Existing Warrants and all outstanding awards under 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 Stock Plans and validly all outstanding shares of capital stock of each Subsidiary have been issued and are granted in compliance with (or, 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 case ordinary course of business by the Company Common Shares that have not yet been issued, will beor its Subsidiaries as described in Schedule 5.03(a)(ii) 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 Disclosure Schedule, the Company. No Company or any Subsidiary has not issued any notes, bonds or controlled Affiliate other debt securities, or any option, warrant or other right to acquire the same, of the Company owns or any Company SharesSubsidiary. (b) Except as set forth provided in Section 3.5(a), as 5.03(b) of the Company Capitalization DateDisclosure Schedule, there are no each outstanding (i) shares share of capital stock or voting securities of the Companyeach Subsidiary is duly authorized, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of validly issued, fully paid and nonassessable, and each such share is owned by the Company or (iii) options or other another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights to acquire from of first refusal, agreements, limitations on 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 date of this Agreement, there are no binding obligations of the Company ’s or any Subsidiary’s voting rights, charges and other encumbrances of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securitiesnature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of 120,000,000 shares, consisting of (a) 20,000,000 shares of preferred stock, without par value (the “Preferred Stock”), and (b) 100,000,000 shares of Common Stock, without par value. As of the date hereof, (i) three hundred million (300,000,000) 20,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Series A Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization DateSeries A Stock”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) 40,032 shares of Series B Preferred Stock, par value $0.01 (the “Series B Stock”) were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (iii) 14,815,377 shares of Common Stock were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (iv) no shares of Common Stock were held in the treasury of the Company, (v) an aggregate of 2,012,890 shares of Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding stock options (the “Stock Options”) (of which 1,730,202 shares were in respect of vested or exercisable options) and (2vi) 1,155,382 Company 16,000,000 shares of Common Shares Stock were reserved and available for issuance pursuant and issuable upon, or otherwise deliverable in connection with, the exercise of the Warrants issued to the Incentive PlansInvestor on January 20, 2004 (the “Existing Warrants”). All outstanding of the shares of capital stock of the Company have been, and all Company Common Shares that Stock which may be issued pursuant to any Incentive Plan the Stock Options will be, when issued in accordance with exchange for the respective terms applicable exercise price thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessablenonassessable and not subject to preemptive (or similar) rights. Except (i) as set forth above, and were not (or, in the case of Company Common Shares that have not yet been issued, will not beii) issued in violation as a result of the Constituent Documents exercise of Stock Options outstanding as of the date hereof and referred to above and (iii) up to 197,444 shares of Common Stock pursuant shares of Common Stock pursuant to the Private Business, Inc. 2000 Employee Stock Purchase Plan there are outstanding (a) no shares of capital stock or other voting securities of the Company. No Company Subsidiary or controlled Affiliate , (b) no securities of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i) convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company, (iic) no options, warrants 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 exercisable 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 (including earn-outs or similar rights) or other similar rights (the shares, securities and other rights referred to in clauses (a), (b), (c) and (d), collectively, “Company Securities”). Except for the Stock Options and Existing Warrants referred to above, (x) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or any voting or equity securities or interests of any subsidiary of the Company, (y) there is no voting trust or other agreement or understanding to which the Company or any of its subsidiaries is a party or is bound with respect to the voting of the capital stock or other voting securities of the Company of any of its subsidiaries and (z) 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 or any of its subsidiaries to which the Company or any of its subsidiaries is a party. (b) 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 not subject to preemptive (or similar) rights, and all such shares are owned by the Company or another direct or indirect wholly owned subsidiary of the Company free and clear of all Encumbrances of any nature whatsoever. There are outstanding (a) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of any subsidiary of the Company or Company, (iiib) options no options, warrants or other rights to acquire from the CompanyCompany or any of its subsidiaries, or other obligations and no obligation of the Company or any of its subsidiaries to issue or pay cash valued by reference toissue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any subsidiary of the Company (the items in clauses (i), (ii), and (iiic) being referred to collectively as no equity equivalents, interests in the “Company Securities”). As ownership or earnings of any subsidiary of the date of this Agreement, there Company or other similar rights. There are no binding outstanding contractual obligations of the Company or any of the Company Subsidiaries its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of any subsidiary or to provide funds to or make any investment in any such subsidiary or any other entity. The Company has the ability to effect any action requiring the approval of the shareholders of any subsidiary of the Company Securitiesand to designate all of the members of the board of directors of each subsidiary of the Company.

Capitalization. (a) The As of the date hereof, the authorized capital stock Capital Stock of the Company consists of (i) three hundred million (300,000,000) 51,000,000 shares of Capital Stock (the “Company Common Capital Stock”), par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) divided into 50,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess common stock, par value $0.01 0.001 per share (the “Excess Company Common Stock”), and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”)date hereof, (Ai) 98,301,860 11,926,178 shares of Company Common Shares were Stock, are issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares)outstanding, (B) 21,985,616 Company Preferred Shares were issued and outstanding and (Cii) no shares of Excess Company Preferred Stock were are issued and or outstanding. As of the Company Capitalization Date, (1iii) Options to purchase an aggregate 1,307,409 and 422,657 shares of 855,978 Company Common Shares Stock are issuable upon exercise or payout of currently outstanding stock options and restricted stock units, respectively, previously granted under Company Stock Plans; (790,978 iv) 5,329 shares of which were exercisableCompany Common Stock are issuable upon payout of deferred stock units under Company’s Employee Deferred Stock Unit Program; (v) were issued 282,311 shares of Company Common Stock are issuable upon payout of deferred stock units under Company’s Non-Employee Director Deferred Stock Unit Program; (vi) 992,282 shares of Company Common Stock remain available for future awards under Company’s 2004 Stock Incentive Plan; (vii) 642,803 shares of Company Common Stock remain available for future awards under Company’s Employee Deferred Stock Unit Program; (viii) 101,020 shares of Company Common Stock remain available for future awards under Company’s Non-Employee Director Deferred Stock Unit Program; (ix) 689,113 shares of Company Common Stock are issuable upon exercise of currently outstanding Series A Warrants; (x) 694,637 shares of Company Common Stock are issuable upon exercise of currently outstanding Series B Warrants; and outstanding(xi) 250,000 shares of Company Preferred Stock have been designated as “Series A Junior Participating Preferred Stock,” par value $0.001 per share, and (2) 1,155,382 Company Common Shares were are reserved and available for issuance upon exercise of Company Rights issued pursuant to the Incentive PlansCompany Rights Agreement. All Each issued and outstanding shares share of capital stock of the Company have beenCapital Stock is, and all each share of Company Common Shares that may be issued pursuant to any Incentive Plan Capital Stock reserved for issuance as specified above will be, when upon issuance on the terms and conditions specified in the instruments pursuant to which it is issuable, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights or similar rights, and has been, or will be, issued in accordance compliance in all respects with the respective terms thereof, duly authorized applicable Law 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 controlled Affiliate ’s bylaws and certificate of the Company owns any Company Sharesincorporation. (b) Except as set forth for the items described above in Section 3.5(a)subsection (a) and under this Agreement, as of the Company Capitalization Datedate hereof, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other Contract and also including any rights plan or other similar agreement, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or obligating the Company to grant, extend or enter into any such commitment or other Contract. As of the date hereof, there are no obligations, contingent or otherwise, of the Company to (i) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person. There are no outstanding stock appreciation rights or voting similar derivative securities or rights of the Company. There are no bonds, (ii) securities 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 voting trusts, irrevocable proxies or other Contracts to which the Company is a party or is bound with respect to the voting of any shares of Company Capital Stock. (c) Each of the issued and outstanding shares of Capital Stock of the Company Subs has been duly authorized and validly issued, is fully paid and nonassessable, has not been issued in violation of any preemptive or similar rights, and has been issued in compliance in all respects with all applicable Laws and the provisions of its organizational documents, and the Company owns, directly or indirectly, one hundred percent of the outstanding shares of Capital Stock of the Company Subs. There are no (i) securities convertible into or exchangeable for shares of capital stock Capital Stock or voting other 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries Subs, or (ii) subscriptions, options, warrants, puts, calls, phantom stock rights, stock appreciation rights, stock-based performance units, agreements, understandings, claims or other Contracts or rights of any type granted or entered into by Company or the Company Subs relating to repurchasethe issuance, redeem sale, repurchase or otherwise acquire transfer of any securities of any Company Sub or that give any Person, other than the Company, the right to receive any economic benefit or right similar to or derived from the economic benefits and rights of securities of any Company Sub. (d) Except for the Company Subs and except as set forth on Schedule 5.6(d) of the Parent Disclosure Schedule, the Company Securitiesdoes not, directly or indirectly, own any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest in, any Person, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in, or assume any liability or obligation of, any Person, in each case, other than as contemplated by this Agreement or the Transactions.

Capitalization. (a) The authorized capital stock of the Company as of the date hereof consists of (i) three hundred million (300,000,000) 50,000,000 shares of Company Common Stock, of which as of August 16, 2000, 29,037,767 shares were issued and outstanding; 500,000 shares of preferred stock, no par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) of which as of the date hereof 250,000 shares of Company have been designated as "Series A Junior Participating Preferred Stock" and 2,000 shares have been designated as "Series B Convertible Preferred Stock," of which as of August 16, par value $0.01 per share2000, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As The Company has no commitments to issue or deliver Company Common Stock or any other securities, except that, as of August 16, 2000 there were (i) 4,011,150 shares of Company Common Stock subject to issuance upon exercise of outstanding Company Options (as defined in Section 5.17(a)) pursuant to the Company Capitalization Date1985 Stock Option Plan, as amended and restated effective September 21, 1998, and to the Company 1995 Stock Option Plan, as amended and restated effective September 21, 1998 (1together, the "Company Option Plans");(ii) Options to purchase an aggregate 69,444 shares of 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 Stock subject to issuance pursuant to the Incentive PlansCompany Directors Stock and Deferred Compensation Plan, as amended and restated effective September 21, 1998; and (iii) 5,294,118 shares issuable upon conversion of the 7.0% Convertible Subordinated Deferrable Interest Debentures due December 31, 2017 ("Capital Securities") or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company. The shares of Company Common Stock issuable pursuant to the Stock Option Agreement have been duly reserved for issuance by the Company, and upon any issuance of such shares in accordance with the terms of the Stock Option Agreement, such shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any liens, charges, pledges, security interests or other encumbrances. All outstanding shares of Company Common Stock are, and all shares which may be issued prior to the Effective Time pursuant to any outstanding Company Options will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. Other than the Company Options and the Capital Securities, there are no preemptive or other outstanding options, warrants or rights to purchase or acquire from the Company any capital stock of the Company 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 controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a), as of the Company Capitalization Date, there are no existing registration covenants with the Company with respect to outstanding (i) shares of the Company Common Stock or other securities, and there are no convertible securities or other contracts, commitments, agreements, understandings, arrangements or restrictions by which the Company is bound to issue or sell any additional shares of its capital stock or voting securities other securities. The Company has provided to Parent a correct and complete list of each Company Option, including the Companyholder, (ii) securities date of the Company convertible into or exchangeable for grant, exercise price and number of 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company SecuritiesCommon Stock subject thereto.

Capitalization. (a) The authorized capital stock of the Company consists of 40,000,000 shares of common stock, consisting of (i) three hundred million (300,000,000) 20,000,000 shares of Company Common Stock, Stock having a par value of $0.01 .0001 per share and (ii) 20,000,000 shares of Class B Common Stock having a par value of $.0001 per share, (ii) twenty-six million six hundred thousand (26,600,000) and 5,000,000 shares of Company Preferred Stock, par value $0.01 .01 per share. As of September 23, 1997, (i)17,981 shares of Common Stock issued before the Company's March 20, 1992 4-for-1 reverse stock split but not exchanged for certificates representing the Company's post-split Common Stock (4,495.25 equivalent shares of post-split Common Stock), 7,015,062 shares of Common Stock (such amount excludes shares held in treasury) and 5,149,650 shares of Class B Common Stock (such amount excludes shares held in treasury) were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) 80,000 shares of Common Stock and 578,200 shares of Class B Common Stock were held in the treasury of the Company, (iii) 30,000 shares of restricted Common Stock were awarded in August 1994, but not issued, to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 (Civ) no shares of Excess Preferred Stock were issued and outstanding. As Except as otherwise permitted by this Agreement and except for options granted pursuant to the Company's 1991 Incentive Stock Option Plan or 1994 Stock Incentive Plan (collectively, the "Plans") which options, including the exercise price thereof, are set forth in Section 3.3 of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 Disclosure Schedule or options or warrants granted pursuant to agreements or arrangements otherwise described in Section 3.3 of the Incentive Plans. All outstanding shares Company Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company 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 controlled Affiliate of the Company owns any Company 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 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 obligating the Company to issue or pay cash valued by reference to, sell any capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock of, or voting securities of other equity interests in, the Company (Company. All Shares subject to issuance, upon issuance on the items terms and conditions specified in clauses (i)the instruments pursuant to which they are issuable, (ii)will be duly authorized, validly issued, fully paid and (iii) being referred to collectively as the “Company Securities”)nonassessable. As of the date of this Agreement, there There are no binding outstanding contractual obligations of the Company or any of the Company Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any Shares. Other than as set forth on Section 3.3 of the Company SecuritiesDisclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party relating to voting or disposition of any shares of 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.

Capitalization. The capitalization of the Company is as follows: (ai) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 50,000,000 shares of Company Common Stock and 5,000,000 shares of Preferred Stock, par value $0.01 per share, . (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of September 30, 2011, the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 98,301,860 Company Common Shares were issued and outstanding (inclusive capital stock of Restricted the Company consisted of 16,670,781 shares of Common Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were . The shares of issued and outstanding and (C) no shares of Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company 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, been duly authorized and validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) are fully paid and nonassessable, 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 controlled Affiliate of the Company owns are not otherwise subject to any Company Sharespreemptive or other similar rights. (biii) Except as set forth in Section 3.5(aAs of September 30, 2011, the Company had (1) 7,456,920 shares of Common Stock reserved for issuance upon exercise of outstanding options granted under the Company’s 2006 Stock Incentive Plan (the “Stock Incentive Plan”), as (2) 4,200,000 shares of Common Stock reserved for issuance upon exercise of outstanding warrants, and (3) 443,038 shares of Common Stock reserved for issuance upon exercise of outstanding non-plan options. (iv) As of September 30, 2011, the Company had 2,156,589 shares of Common Stock available for future grant under the Stock Incentive Plan. (v) As of the Execution Date, there have been no changes to Section 3(b)(i) through (iv), except for the following (1) on October 10, 2011, the Company Capitalization granted options to purchase 490,000 shares of Common Stock under the Stock Incentive Plan, and (2) prior to the Execution Date, the Company issued 1,000,000 shares of Series A Preferred Stock to the Other Investors. (vi) With the exception of the foregoing in this Section 3(b), any securities issuable pursuant to anti-dilution adjustments on the securities included in this Section 3(b), there are no outstanding (i) subscriptions, options, warrants, convertible or exchangeable securities or other rights granted to or by the Company to purchase shares of capital stock Common Stock or voting securities of the Company, (ii) other securities of the Company and there are no commitments, plans or arrangements to issue any shares of Common Stock or any security convertible into or exchangeable for shares of capital stock or voting securities of Common Stock, except as disclosed in the Company or (iii) options or other rights to acquire from the CompanyForm S-4/A filed on October 4, 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities2011.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 75,000,000 shares of Company Common Stockthe common stock of the Company, par value $0.01 per share, share (iithe “Company Common Stock”) twenty-six million six hundred thousand (26,600,000) and 5,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 per share (the “Excess Company Preferred Stock”). As of the close of business on May 4April 17, 2021 2006 (the “Company Capitalization DateCut-off Time”), (Ai) 98,301,860 50,535,069 shares of 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1ii) Options to purchase an aggregate 3,338,886 shares of 855,978 Company Common Shares (790,978 of which Stock were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available authorized for issuance pursuant to the Incentive Company Option Plans. All outstanding ; (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 capital stock of the Company have beenPreferred Stock were outstanding, 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 vi) no shares of Company Common Shares that have not yet been issuedStock 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 awards under the Company Option Plans. As of the Cut-off Time, will be(i) fully paid and nonassessable, and were not (or, in the case 1,127,751 shares of Company Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Company. No Stock are subject to outstanding Company Subsidiary or controlled Affiliate of the Company owns any Company 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 or voting securities of the CompanyOptions, (ii) securities of the Company convertible into or exchangeable for 103,152 shares of capital stock or voting securities of the Company or (iii) options or other rights Common Stock are issuable pursuant to acquire from awards under 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)’s Star Program, and (iii) being referred 543,939 shares of Company Common Stock are restricted shares of Company Common Stock. From the Cut-off Time to collectively as the “Company Securities”). As of the date of this Agreement, there (i) no additional shares of Company Common Stock have been issued (other than pursuant to Company Options, Performance Stock Awards or Company Stock Awards which were outstanding as of the Cut-off Time and are no binding obligations disclosed in Section 3.2(a) of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.Disclosure Letter as contemplated below),

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May November 4, 2021 (the “Company Capitalization Date”), (A) 98,301,860 98,339,416 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 a total of 25,804 unvested Company Common SharesShares issued pursuant to Restricted Stock Awards), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 884,978 Company Common Shares (790,978 754,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 1,153,826 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of capital stock of the Company 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 From the Company Subsidiary Capitalization Date to the execution of this Agreement, the Company has not issued any Options, Restricted Stock Awards or controlled Affiliate other Company Securities, except for the issuance of Company Common Shares pursuant to the exercise of Options outstanding as of the Company owns any Company SharesCapitalization Date in accordance with their terms. (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 or voting other equity securities of the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock or voting other equity securities of the Company or (iii) options options, restricted stock units, restricted stock, stock appreciation rights, phantom equity, or other equity or equity-based rights 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 other equity securities or securities convertible into or exercisable or exchangeable for capital stock or voting other equity 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, there There are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Company Subsidiary or controlled Affiliate of the Company Securitiesowns any Company Common Shares or Company Preferred Shares. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matter on which holders of Company Common Shares may vote (whether together with such holders of Company Common Shares or as a separate class). (c) Except for the Support Agreements and any proxies solicited by the Company with respect to the Company Stockholders Meeting, neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Company Securities or which restrict the transfer of any such shares, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or that would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (d) All dividends or other distributions on the Company Common Shares and Company Preferred Shares that have been authorized or declared prior to the date of this Agreement have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (e) The Company Board has adopted resolutions and taken such other actions as may be required to suspend the Company DRIP as of or prior to the date of this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) shares of Company Common Stock200,000,000 Shares, par value $0.01 per share, and (ii) twenty-six million six hundred thousand (26,600,000) 10,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 per share (the “Excess 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 the close of business on May 4December 19, 2021 2006 (the “Company Capitalization Date”), ): (Ai) 98,301,860 Company Common 10,708,417 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights; (2ii) 1,155,382 Company Common an aggregate of 2,576,483 Shares were reserved and available 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 Incentive Plans. All outstanding Company’s Fourth Amended and Restated 1995 Stock Plan or any predecessor plan thereto (collectively, the “Company Stock Plan”); (iii) 77,355 Shares were reserved for issuance upon or otherwise deliverable pursuant to the terms of the ESPP; (iv) no shares of capital stock Preferred Stock were outstanding; and (v) 40,872 Shares and no shares of the Company 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, Preferred Stock were held 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 treasury of the Company. No Company Subsidiary From the close of business on the Capitalization Date until the date of this Agreement, no options or controlled Affiliate other rights to acquire shares of Common Stock or Preferred Stock have been granted and no shares of Common Stock or Preferred Stock have been issued or sold from treasury, except for Shares issued pursuant to the exercise of Options in accordance with their terms or rights or Shares issued pursuant to the terms of the ESPP (and the issuance of Rights attached to such Shares). Section 4.3(b) of the Company owns Disclosure Schedule sets forth, as of the Capitalization Date, each Option or other equity-based award outstanding under any Company SharesPlan (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. (bc) Except as set forth in clauses (a) and (b) of this Section 3.5(a)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, as of the Company Capitalization Date, (i) there are no not outstanding or authorized any (iA) shares of capital stock or other voting securities of the Company, (iiB) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company Company, or (iiiC) options or other rights to acquire from the Company, or other obligations any obligation of the Company to issue or pay cash valued by reference toissue, 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)collectively, (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, ; (ii) there are no binding outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; and (iii) 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 Securitiesto which the Company is a party.

Capitalization. (a) The authorized capital stock of the Company -------------- consists of (i) three hundred million (300,000,000) 25,000,000 shares of Company Class A Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 2,000,000 shares of Company Preferred Class B Common Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) 2,000,000 shares of excess stockundesignated Preferred Stock, par value $0.01 per share (“Excess Stock”)share. As of the close of business on May 4March 15, 2021 (the “Company Capitalization Date”)2000, (Ai) 98,301,860 Company 7,864,737 shares of Class A Common Shares stock were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares)outstanding, (Bii) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no 0 shares of Excess Class B Common Stock were issued and outstanding. As , no shares of Preferred Stock were issued and outstanding, (iii) no Company Shares were held in the treasury of the Company Capitalization Dateor any of its Subsidiaries, and (1iv) Options 3,321,616 Company Shares are reserved for issuance pursuant to the Company Option Plans, of which employee stock options to purchase 2,443,222 Company Shares are outstanding and 433,003 are available for future grant (of which options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which 604,067 shares were exercisable) were issued and outstanding). As of March 15, and (2) 1,155,382 2000, 500,000 Company Common Shares were reserved and available for issuance pursuant to under the Incentive PlansCompany's Employee Stock Purchase Plan, of which 318,810 shares have been granted. All the outstanding shares of the Company's capital stock of the Company have beenare, and all Company Common Shares that may be issued pursuant to any Incentive Plan the exercise of outstanding employee stock options will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, 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 Companynon-assessable. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth disclosed in this Section 3.5(a)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 options granted as of the Company Capitalization Datepermitted by Section 5.1, there are no outstanding (ix) no shares of capital stock or other voting securities of the Company, (iiy) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or Company, and (iiiz) options no options, warrants or other rights to acquire from the Company, and no preemptive or similar rights, subscription or other obligations rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of the Company, obligating the Company to issue issue, transfer or pay cash valued by reference tosell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or obligating the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (ix), (ii), y) and (iiiz) being referred to collectively as the “"Company Securities”"). As of the date of this Agreement, there There are no binding outstanding obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company Securitiesor any agreements, arrangements, or 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 way 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) three hundred million (300,000,000) 6,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 500,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 1.00 per share (“Excess the "Preferred Stock”"). As of the close of business on May 4April 30, 2021 (the “Company Capitalization Date”)2001, (Ai) 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 3,459,742 shares of Excess Common Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisableexcluding treasury shares) were issued and outstanding, and (2ii) 1,155,382 319,855 shares of Common Stock were held by the Company in its treasury, (iii) 132,500 shares of Common Shares Stock were reserved and available for issuance pursuant to the Incentive Plans. All Plans (of which 32,500 shares were subject to outstanding Company Options ), (iv) 100,000 shares of capital stock Common Stock were reserved for issuance upon conversion of a Company Warrant, and (v) no shares of Preferred Stock (including all of the Series A Preferred Stock being reserved for issuance in accor dance with the Rights Agreement (the "Company have beenRights Agreement"), dated as of January 26, 1988, by and all between the Company Common Shares that may be issued and First Jersey National Bank, N.A., as Rights Agent, pursuant to any Incentive Plan will be, when which the Company had issued in accordance with rights to purchase the respective terms thereof, duly authorized and validly Series A Preferred Stock (the "Company Rights")) were issued and outstanding or were held by the Company in its treasury. The Company Rights Agreement has terminated by its terms and has not been renewed or replaced. No shares of Common Stock 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 owned by any Subsidiary of the Company. No Company Subsidiary or controlled Affiliate Set forth in Section 4.3(a) of the Company owns any Disclosure Schedule is a true and complete list, as of the date hereof of all outstanding Company SharesOptions and all other rights, if any, to purchase or receive Common Stock granted under the Incentive Plans, the number of shares subject to each such Company Option, the grant dates and exercise prices of each such Com pany Option and the names of the holder thereof. (b) Except as set forth in Section 3.5(a4.3(a), as of the Company Capitalization Dateclose of business on April 30, there are 2001, no outstanding (i) shares of capital stock of, or other equity or voting securities of interests in, 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 options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. During the period from April 30, 2001 to the Companydate hereof, (x) there have been no issuances by the Company of shares of capital stock of, or other obligations equity or voting interests in, the Company other than issuances of shares of Common Stock pursuant to the exercise of Company Options and Company Warrants outstanding on such date, and (y) there have been no issu ances by the Company of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant 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 the Incentive Plans and upon exercise of the Company (Warrants will be, when issued in accordance with the items terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, and, except as disclosed in clauses (iSection 4.3(a), (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding securities or other instruments or obligations of the Company or any of its Subsidiaries the Company Subsidiaries value of which is in any way based upon, or derived from, any capital or voting stock of the Company, having the right to repurchasevote (or convertible into, redeem or otherwise acquire exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company Securitiesmay vote. Except as set forth in Section 4.3(a) and except as specifically permitted under Section 6.1, there are no contracts 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, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligat ing the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. To the Knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements (other than the Voting Agreement) with respect to any shares of the capital stock or other voting securities of the Company or any of its Subsidiaries. (c) The Company has delivered or otherwise made available to Parent complete and correct copies of the Incentive Plans and all forms of Company Options issued pursuant to the Incentive Plans.

Capitalization. (a) The authorized capital stock of the Company Pi consists of (i) three hundred million (300,000,000) 110,000,000 shares of Company Pi Common StockStock and 5,000,000 shares of preferred stock, $0.01 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company the “Pi Preferred Stock”), par value $0.01 per share, and 300,000 of which are designated as Series A Preferred Stock (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (the “Excess Pi Series A Preferred Stock”). As of the close Measurement Date, (i) 15,312,273 shares of business on May 4Pi Common Stock are issued and outstanding, 2021 (ii) no shares of Pi Common Stock are held in Pi’s treasury or by any of the Pi Subsidiaries, (iii) 625,480 shares of Pi Common Stock are issuable pursuant to awards granted under the stock incentive plans of Pi (“Company Capitalization DatePi Stock Plans”), of which 273,962 shares are issuable in respect of time-vested restricted stock units issued under a Pi Stock Plan (A“Pi RSUs”) 98,301,860 Company Common Shares were and 351,518 are issuable in respect of performance-vested restricted stock units issued under a Pi Stock Plan (“Pi PSUs”), assuming, in the case of Pi PSUs, a target level of achievement under performance awards, (iv) 3,377,496 shares are reserved for the grant of additional awards under Pi Stock Plans, (v) 225,489.98 shares of Pi Series A Preferred Stock are issued and outstanding (inclusive excluding treasury shares) and no other shares of Restricted Pi Preferred Stock Awards for 37,850 unvested Company Common Shares)are issued or outstanding, (Bvi) 21,985,616 Company 22,548,998 Pi Holdings Units and 225,489.98 shares of Pi Series A Preferred Shares were Stock are issued and outstanding and not held by Pi or any of its Subsidiaries, (Cvii) no 15,312,273 Pi Holdings Units are issued and outstanding and held by Pi and (viii) 22,548,998 shares of Excess Pi Common Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 are available for issuance pursuant to in exchange for Pi Holdings Units (together with the Incentive Planscorresponding one-hundredth (1/100th) of a share of Series A Preferred Stock). All of the outstanding shares of capital stock of the Company Pi have beenbeen duly authorized and validly issued, and are fully paid and nonassessable and are not subject to any preemptive right, and all Company shares of Pi Common Shares that Stock which may be issued pursuant to any Incentive Plan the exercise or vesting of Pi RSUs and Pi PSUs will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessablenonassessable and not subject to any preemptive right. Except as described in clause (iii) of this Section 3.4(a), there are not any phantom stocks or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of Pi and were not (orthere are no outstanding stock appreciation rights with respect to the capital stock of Pi. Other than Pi Common Stock and Pi Preferred Stock, in the case there are no other authorized classes of Company Common Shares that have not yet been issued, will not be) issued in violation capital stock of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company SharesPi. (b) Except as set forth in Section 3.5(a), as As of the Company Capitalization DateClosing, the authorized capital stock of Merger Sub Inc. consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are owned directly by Pi. (c) As of the Closing, all of the issued and outstanding limited liability company interests of Merger Sub LLC are owned directly by Pi. (d) The shares of Pi Common Stock to be issued pursuant to the First Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued and fully paid, and not subject to any preemptive right. (e) Other than director designation rights of the Pi Series A Preferred Stock, there are no voting trusts or other agreements or understandings to which Pi, any of the Pi Subsidiaries or, to the Knowledge of Pi, any of their respective executive officers or directors is a party with respect to the voting of Pi Common Stock or the capital stock or other equity interests of any of the Pi Subsidiaries. (f) Other than Pi RSUs and Pi PSUs, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which Pi or any of the Pi Subsidiaries is a party obligating Pi or any of the Pi Subsidiaries to (i) issue, transfer or sell any shares of capital stock or voting securities other equity interests of Pi or any 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 Pi Subsidiaries or securities convertible into or exchangeable or exercisable for capital stock such shares or voting securities of the Company (the items in clauses (i)equity interests, (ii)) grant, and extend or enter into such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any such shares of capital stock or other equity interests or (iv) provide a material amount of funds to, or make any material investment (in the form of loan, capital contribution or otherwise) in any of the Company SecuritiesPi Subsidiaries. At the Effective Time, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character by which Pi or any of the Pi Subsidiaries will be bound calling for the purchase or issuance of any shares of the capital stock of Pi or any of the Pi Subsidiaries or securities convertible into or exchangeable or exercisable for such shares or any other such securities or agreements. (g) Section 3.4(g) of the Pi Disclosure Letter (i) lists each of the Pi Subsidiaries and their respective jurisdictions of organization and (ii) designates which of the Pi Subsidiaries are “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC. All of the outstanding shares of capital stock or other ownership interests of the Pi Subsidiaries that are direct or indirect wholly-owned Subsidiaries of Pi (A) have been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Pi Organizational Documents) and nonassessable (if such entity is a corporate entity) and (B) other than Pi Holdings, are owned by Pi, by one or more of the Pi Subsidiaries or by Pi and one or more of the Pi Subsidiaries, in each case free and clear of all Encumbrances. (h) There are no outstanding bonds, debentures, notes or other Indebtedness of Pi or any of the Pi Subsidiaries having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter on which the stockholders or other equity holders of Pi or any of the Pi Subsidiaries may vote. (i) Section 3.4(i) of the Pi Disclosure Letter sets forth a true and complete list of the name of each holder of Pi Holdings Units and the number of Pi Holdings Units held by such holder, in each case, as of the Measurement Date. All of the Pi Holdings Units held by Pi are held free and clear of all Encumbrances, other than transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws or as set forth in the Pi Holdings LPA. The rate at which each Pi Holdings Unit (together with one-hundredth (1/100th) of a share of Pi Series A Preferred Stock) may be exchanged for shares of Pi Common Stock pursuant to the terms of the Pi Holdings LPA is one for one.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 400,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 5,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 per share (“Excess 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 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 of At the close of business on May 4April 28, 2021 (the “Company Capitalization Date”)2011, (Ai) 98,301,860 76,922,047 shares of 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 Excess Stock were issued and outstanding. As , including 705,863 shares of Restricted Stock, (ii) 3,369,696 shares of Company Common Stock were held by the Company Capitalization Datein its treasury, (1iii) Options to purchase an aggregate 7,029,157 shares of 855,978 Company Common Shares Stock were reserved for issuance pursuant to outstanding Options, (790,978 iv) 49,610,528 shares of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares Stock were reserved and available for issuance pursuant to the Incentive PlansWarrants, (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 capital stock of the Company 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, Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Section 3.2(a) of the Company Disclosure Schedule sets forth a true, complete and correct list, as of the close of business on April 29, 2011, of (ori) all Options, in the case number of shares of Company Common Stock subject thereto, 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 that have not yet been issued, will be) fully paid subject thereto 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 controlled Affiliate of the Company owns any Company Sharesvesting schedules thereof. (b) Except as set forth in Section 3.5(a)for the Options, as of the Warrants, the Company Capitalization DateNotes and the shares of Company Common Stock reserved for issuance under the ESPP, there are on the date hereof no outstanding (i) shares of capital stock or voting securities of the Company, (iiA) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in the Company, (B) options, warrants, rights or other agreements or commitments requiring the Company or (iii) options or other rights to acquire from the Companyissue, or other obligations of the Company to issue or pay cash valued by reference toissue, 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 obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company 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 the Company. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, 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 shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no irrevocable proxies with respect to any such shares. There are no outstanding (i) securities of the Company 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 of its Subsidiaries 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) any Subsidiary 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 the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding ) 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 repurchasepurchase, redeem or otherwise acquire any outstanding Subsidiary 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 Subsidiary of the Company SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 150,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess common stock, par value $0.01 0.0001 per share (“Excess Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). As of At the close of business on May 4December 21, 2021 2017 (the “Company Capitalization Measurement Date”), (Aa) 98,301,860 Company 67,591,938 shares of Common Shares Stock were issued and outstanding (inclusive 67,588,990 shares of Restricted Common Stock Awards for 37,850 unvested Company Common Shares)were outstanding, (B) 21,985,616 Company Preferred Shares were issued and outstanding and (Cb) no shares of Excess Preferred Stock were issued and outstanding. As of the Company Capitalization Date, (1c) Options to purchase an aggregate of 855,978 2,948 shares of Common Stock were held by the Company in its treasury, (d) an aggregate of 5,701,819 shares of Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares Stock were reserved and available for issuance pursuant to outstanding awards and rights under the Incentive 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. All outstanding Except for changes since the close of business on the Measurement Date resulting from the exercise of Company Options, the vesting of Restricted Stock Units or the exercise of the Company 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 rights or entered into any other agreements or commitments to issue any shares of its capital stock, or 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 stock. All of the Company outstanding Shares have been, and all Company shares of Common Shares that may be issued pursuant to any Incentive Plan Stock reserved for issuance as noted in (d) and (e) above 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, nonassessable and were not (or, in the case free 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 controlled Affiliate of the Company owns any Company Sharespreemptive rights. (b) Except as set forth in Section 3.5(a)3.02 of the Disclosure Letter contains a true, correct and complete list, as of the Company Capitalization close of business of the Measurement Date, of (i) the name of each holder of Company Options and Restricted Stock Units, the type and number of outstanding Company Options and Restricted Stock Units held by such holder, the grant date of each such Company Option and Restricted Stock Unit, the number of Shares such holder is entitled to receive upon the exercise of each Company Option and the corresponding exercise price, the expiration date of each Company Option and the name of the Company Stock Plan pursuant to which each such Company Option or Restricted Stock Unit was granted, and (ii) the name of each holder of Company Warrants, the number of Shares such holder is entitled to receive upon the exercise of 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 are, as of the Measurement Date, no outstanding (i) shares of capital stock or voting securities of the Company, (iiw) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in the Company, (x) options, warrants, rights or other agreements or commitments requiring the Company or (iii) options or other rights to acquire from the Companyissue, or other obligations of the Company to issue or pay cash valued by reference toissue, 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), (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 (iw), (iix) and (y), and (iii) together with the capital stock of the Company, being referred to collectively as the “Company Securities”). As ) or (z) obligations by the Company to make any payments based on the price or value of the date Shares. There are, as of this Agreementthe Measurement Date, there are no binding outstanding obligations of the Company or any of the Company Subsidiaries to repurchasepurchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company Securitieshave 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 grant of such Company Option. No Company Option provides for the deferral of compensation within the meaning of Section 409A of the Code. Except as set forth on Section 3.02 of the Disclosure Letter, there are no outstanding or authorized equity-based compensation awards with respect to the Company.

Capitalization. As of February 6, 1997: (ai) The the authorized capital stock of the Company consists consisted of 120,000,000 shares of Company Common Stock and 10,800,000 shares of Preferred Stock; (iii) three hundred million (300,000,000) 34,509,812 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 4,232 shares of $4.50 Series A Convertible Preferred Stock (the "Series A Preferred Stock") and 1,678 shares of $5.00 Series B Convertible Preferred Stock (the "Series B Preferred Stock," and together with the Series A Preferred Stock, the "Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable") were issued and outstanding, ; and (2iii) 1,155,382 stock options to acquire 1,360,180 shares of Company Common Shares were reserved and available for issuance pursuant Stock (such options, together with (a) up to the Incentive Plans. All outstanding no more than 175,661 shares of capital restricted stock of the Company have been, and all Company Common Shares that may be issued pursuant to in connection with the exercise of such options under the Company's restricted stock plans and arrangements, (b) any Incentive Plan will be, when issued additional options as may be granted upon exercise of such options in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in "reload" provisions of the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessableCompany's stock option plans, and were not (or, in the case c) any additional shares of Company Common Shares restricted stock that have not yet been issued, will not be) may be issued in violation connection with the exercise of the Constituent Documents "reload" options referred to in clause (b), the "Company Stock Incentives") were outstanding under all stock option plans of the Company. No All the issued and outstanding shares of Company Subsidiary or controlled Affiliate Common Stock 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 owns any Common Stock issued upon exercise of Company Shares. Stock Incentives or upon conversion of Company Preferred Stock. Except for (bi) Except Company Stock Incentives, (ii) 4,232 shares of Series A Preferred Stock (iii) 1,678 shares of Series B Preferred Stock and (iv) as set forth in Section 3.5(a), as 5.2 of the Company Capitalization DateDisclosure Letter, there are no outstanding (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 date of this Agreement, Agreement there are no binding obligations of options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company or any of the Company Subsidiaries to repurchaseissue, redeem transfer, sell, redeem, repurchase or otherwise acquire any shares of the Company Securitiesits capital stock.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 25,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess the Company’s preferred stock, par value $0.01 per share (the “Excess Preferred Stock”). As of the close of business on May 4December 16, 2021 (the “Company Capitalization Date”)2013, (Ai) 98,301,860 Company 38,552,405 shares of Common Shares Stock were issued and outstanding (inclusive of including 390,491 Unvested Restricted Stock Awards for 37,850 unvested Company Common Shares), (Bii) 21,985,616 Company no shares of Preferred Shares Stock were issued and outstanding and (Ciii) 26,842,594 shares of Common Stock were held in treasury. As of December 16, 2013 there were 7,956,844 shares of Common Stock authorized and reserved for future issuance under the Company Plans (including, as of December 16, 2013, outstanding Company Options to purchase 4,803,840 shares of Common Stock). Except as set forth above, as of December 16, 2013, no shares of Excess Stock capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued and issued, reserved for issuance or outstanding. As From and after December 16, 2013 until and including the date hereof, no shares of capital stock of, or other equity or voting interests in, the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were have been issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance except pursuant to the Incentive Plansexercise of Company Options outstanding as of December 16, 2013, and no options, warrants or other rights to acquire any such stock or securities have been issued. All outstanding shares of capital stock of the Company have beenare, and all Company Common Shares shares that may be issued pursuant to any Incentive Plan the Company Plans will be, when issued in accordance with the respective terms thereof, duly authorized authorized, validly issued, fully paid and validly issued non-assessable and are not subject to preemptive rights. None of the Company’s subsidiaries owns any shares of Common Stock. (orb) Section 4.3(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on December 16, 2013, of (i) (A) each outstanding Company Option grant and (B) each outstanding Unvested Restricted Share grant (each, an “Equity Award”), (ii) the name of the Equity Award holder, (iii) the number of shares of Common Stock underlying each Equity Award, (iv) the date on which each Equity Award was granted, (v) the Company Plan under which each Equity Award was granted, (vi) the exercise price of each Equity Award, in the case of Equity Awards that are Company Common Shares that have not yet been issued, will be) fully paid and nonassessableOptions, and were not (orvii) the expiration date of each Equity Award, in the case of Equity Awards that are 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 controlled Affiliate of the Company owns any Company SharesOptions. (bc) Except as set forth in Section 3.5(a), 4.3(a) and except as of the Company Capitalization Datenot specifically prohibited under Section 6.1 hereof, there are no outstanding (i) subscriptions, options, warrants, puts, calls, convertible, or equity-linked securities or other similar rights, agreements, commitments or contracts 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, repurchase, transfer or sell, or cause to be issued, delivered, repurchased, transferred or sold, additional shares of capital stock of, or other equity or voting interests in, or securities of the Companyconvertible into, (ii) securities of the Company convertible into or exchangeable for or exercisable for, or the value of which are determined based on the value of, shares of capital stock of, or other equity or voting securities of interests in, the Company or (iii) options any of its subsidiaries or other rights obligating the Company or any of its subsidiaries to acquire from the Companyissue, grant, extend or enter into any such security, option, warrant, put, call, right, agreement, commitment or contract. There are no voting trusts, stockholder agreements, proxies, or other obligations agreements in effect with respect to the voting or transfer of the Company to issue or pay cash valued by reference to, shares of 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, there are no binding obligations of the Company or any of its subsidiaries to which the Company Subsidiaries or any of its subsidiaries is a party. (d) There are no bonds, debentures, notes, or other indebtedness of the Company having the right to repurchasevote (or convertible into, redeem or otherwise acquire exchangeable for, securities having the right to vote) on any matters on which holders of Common Stock or common stock of any of the Company’s subsidiaries may vote. (e) All “significant subsidiaries” of the Company, as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act, and all entities listed on Exhibit 21 to the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2012, and their respective jurisdictions of organization are listed in Section 4.3(e) of the Company SecuritiesDisclosure Letter. All the outstanding shares of capital stock of, or other equity interests in, each significant subsidiary have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of all Liens other than Permitted Liens. None of the Company or any of its subsidiaries own, directly or indirectly, any equity interests in any person other than the Company’s subsidiaries.

Capitalization. (a) The authorized capital stock of the Company Firstar consists of (i) three hundred million (300,000,000) 800,000,000 shares of Company Firstar Common Stock, par value $0.01 per shareof which, as of March 31, 1999, 661,214,244 shares were issued and outstanding and 2,887,734 shares were held in treasury, (ii) twenty-six million six hundred thousand (26,600,000) 10,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 1.00 per share (“Excess the "Firstar Preferred Stock”" and, together with the Firstar Common Stock, the "Firstar Capital Stock"). As , of which, as of the close of business on May 4date hereof, 2021 (the “Company Capitalization Date”), (A) 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 Excess Stock were are issued and outstanding. As All of the Company Capitalization Date, (1) Options to purchase an aggregate of 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 capital stock of the Company Firstar Common Stock 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, been duly authorized and validly issued and are (orfully paid, in nonassessable and free of preemptive rights, with no personal liability attaching to 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 controlled Affiliate of the Company owns any Company 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 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”)ownership thereof. As of the date of this Agreement, there are no binding obligations except pursuant to the terms of (i) the Firstar Option Agreement, (ii) options and stock issued pursuant to employee and director stock plans of Firstar in effect as of the Company 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 Company Subsidiaries 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 repurchasethe Firstar Stock Plans and 2,300,000 shares of Series A Junior Participating Preferred Stock reserved for issuance in connection with the Firstar Rights Agreement. Since March 31, redeem 1999, Firstar has not issued any shares of 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 pursuant to the Firstar Option Agreement. (b) Firstar owns, directly or indirectly, all of 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 (subject to 12 U.S.C. Section 55) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Firstar Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise acquire receive any shares of capital stock or any other equity security of such Subsidiary. Section 3.2(b) of the Company SecuritiesFirstar Disclosure Schedule sets forth a list of the material investments of Firstar in corporations, joint ventures, partnerships, limited liability companies and other entities other than its Subsidiaries (each, a "Non-Subsidiary Affiliate").

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 30,000,000 shares of Company Common Stock, $0.001 par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) 5,000,000 shares of excess preferred stock, $0.001 par value $0.01 per share share, 30,000 of which are designated Series A Participating Preferred Stock (“Excess "Company Preferred Stock”"). As of the close of business on May 4September 30, 2021 (the “Company Capitalization Date”)2000, (Ai) 98,301,860 18,290,106 shares of 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 Excess Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 all of which were exercisablevalidly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, right of first refusal, or any similar rights; (ii) no shares of Company Preferred Stock were issued and or outstanding, and ; (2iii) 1,155,382 no shares of Company Common Shares Stock were held in Company's treasury; (iv) no shares of Company Common Stock were held by subsidiaries of Company; (v) 347,750 shares of Company Common Stock were reserved and available for future issuance pursuant to the Incentive PlansESPP; (vi) 288,330 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1994 Stock Option Plan; (vii) 126,800 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 2000 Nonstatutory Stock Option Plan; and (viii) 39,000 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1996 Director Stock Option Plan. (b) Section 2.03(b) of the Company Schedule sets forth the following information with respect to outstanding Company Stock Options (as defined in Section 5.08) as of September 30, 2000 the total number of shares of Company Common Stock subject to such Company Stock Options (which number is not exceeded by the number of shares of Company Common Stock subject to Company Stock Options outstanding on the date of this Agreement). (c) Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Company has granted such Company Stock Options that are outstanding as of September 30, 2000 and the form of all stock option agreements evidencing such Company Stock Options. Section 2.03(c) of the Company Schedule has attached to it Company's option schedule, which schedule shall set forth, with respect to each Company Stock Option, the name of the holder thereof, the number of shares subject thereto, and the grant date, exercise price, expiration date and vesting schedule thereof. (d) There are no commitments or agreements of any character to which Company is bound obligating Company to accelerate the vesting of any Company Stock Option as a result of the Merger. All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of the each subsidiary of Company 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 been issued and are granted in compliance with (or, i) all applicable securities laws and other applicable Legal Requirements (as defined below) 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 effect as of the Constituent Documents time of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. grant and issuance and (bii) Except as all requirements set forth in Section 3.5(a), applicable Contracts by which Company is bound and which were in effect as of the Company Capitalization Datetime of grant and issuance. "Legal Requirements" means any federal, there are no outstanding (i) shares of capital stock or voting securities of the Companystate, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options local, municipal, foreign or other rights to acquire from the Companylaw, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or other obligations of the Company to issue or pay cash valued by reference torequirement issued, any capital stockenacted, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i)adopted, (ii)promulgated, and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem implemented or otherwise acquire put into effect by or under the authority of any of the Company Securitiescourt, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity").

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 500,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 10,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 0.0001 per share share, of the Company (“Excess Company Preferred Stock”), of which 2,000,000 have been designated Series A Junior Participating Preferred Stock, and which are issuable upon exercise of the preferred share purchase rights pursuant to the Shareholder Rights Agreement (the “Preferred Share Purchase Rights”). As of the close of business on May 416, 2021 2025 (the “Company Capitalization Date”), ): (i) (A) 98,301,860 6,141,183 shares of Company Common Shares Stock were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares)outstanding, (B) 21,985,616 no shares of Company Preferred Shares Common Stock were issued and outstanding and held in the Company’s treasury, (C) no shares of Excess Company Common Stock were held by the Company Subsidiaries, (D) no shares of Company Preferred Stock were issued or outstanding, and outstanding. As (E) no shares of Company Preferred Stock were held by the Company Capitalization Date, or its Subsidiaries in its respective treasury and (1F) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) 6,141,183 Preferred Share Purchase Rights were issued and outstanding, and (2G) 1,155,382 no Preferred Share Purchase rights were held in the Company’s treasury; (ii) (A) Company Options exercisable into 124,536 shares of Company Common Shares Stock were outstanding, of which none are In-the-Money Company Options, (B) Company RSUs settleable into 341,941 shares of Company Common Stock were outstanding, and (C) Commercial Warrants exercisable into 133,825 shares of Company Common Stock were outstanding, with an exercise price per share of $0.35, and SPAC Warrants (including private and public warrants) exercisable into 244,762 shares of Company Common Stock were outstanding, with an exercise price per share of $402.50; (iii) (A) 651,607 shares of Company Common Stock were reserved and available for issuance pursuant to the Incentive Company Equity Plans; (B) 293,055 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP; and (C) 378,587 shares of Company Common Stock were reserved for issuance pursuant to Company Warrants. All outstanding shares of capital stock of the Company have beenCommon Stock are, and all Company Common Shares that such shares which may be issued pursuant prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any Incentive Plan will purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Governing Documents or any Contract. All outstanding Company securities have been issued and granted in compliance in all material respects with applicable Laws and, if applicable, in compliance with the Company Equity Plan. All the outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for issuance as described above shall be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, nonassessable and were not (or, in the case free 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 controlled Affiliate of the Company owns any Company Sharespreemptive rights. (b) Except as set Section 3.2(b) of the Company Disclosure Letter sets forth in Section 3.5(a)a true and complete list, as of the Company Capitalization Date, there are no outstanding of (i) each Company Equity Award, (ii) the name of the Company Equity Award holder (to the extent permissible under applicable Law), (iii) the number of shares of Company Common Stock 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 Equity Award was granted, (vi) the exercise price of each Company Equity Award, if applicable, and (vii) the expiration date of each Company Equity Award, if applicable. (c) Except as set forth in Section 3.2(a) and Section 3.2(b), and other than the Preferred Share Purchase Rights or the shares of Company Common Stock that have become outstanding after the Company Capitalization Date that were reserved for issuance as set forth in clause (iii) of Section 3.2(a) and issued in accordance with the terms of the applicable Company Equity Plan, Company Equity Award, Company ESPP or Company Warrant, in each case as of the date hereof: (i) the Company does not have any shares of capital stock or voting securities of the Company, other equity interests issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities of or other similar rights, agreements or commitments or any other Contract to which the Company convertible into or exchangeable for any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or voting securities other equity interests of the Company or (iii) options or other rights to acquire from the Company, or other obligations of the any Company to issue or pay cash valued by reference to, any capital stock, voting securities Subsidiary or securities convertible into or into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any such shares of capital stock or voting securities other equity interests or (D) provide any amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company (the items Subsidiary that is not wholly owned or in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”)any other Person. As of the date of this Agreement, there There are no binding 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 Subsidiaries or any Company Subsidiary. Pursuant to repurchaseand in accordance with the Shareholder Rights Agreement Amendment, redeem as of the Closing all Preferred Share Purchase Rights shall automatically terminate without the holders thereof having any further rights with respect thereto (it being understood that to the extent a Person other than Parent shall have become an “Acquiring Person” (as defined therein) under the Shareholder Rights Agreement prior to the Closing such that the Preferred Share Purchase Rights become exercisable thereunder, the holders of Preferred Share Purchase Rights shall have the rights provided under the Shareholder Rights Agreement). (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or otherwise acquire other similar obligations, the holders of which have the right to vote with the Company Stockholders on any matter. (e) Other than the Voting Agreements, 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 Securitiesor any Company Subsidiary. The Voting Agreements are in full force and effect. (f) Neither the Company nor any Company Subsidiary has any Indebtedness other than the Indebtedness set forth on Section 3.2(f) of the Company Disclosure Letter, which sets forth the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Section 3.2(f) of the Company Disclosure Letter, no Indebtedness of the Company or any Company Subsidiary contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company or any Company Subsidiary, or (iii) the ability of the Company or any Company Subsidiary to grant any Lien on its properties or assets.

Capitalization. (a) The authorized capital -------------- stock of the Company RHCI consists of (i) three hundred million (300,000,000) 20,000,000 shares of Company RHCI Common Stock, 800,000 shares of Class A Preferred Stock, $1.00 par value per share (the "Class A Preferred Stock"), and 1,000,000 shares of Class B Preferred Stock, $0.01 1.00 par value per share, (ii) twenty-six million six hundred thousand (26,600,000) of which 333,333 shares of Company have been designated as Class B Preferred Stock, Series 1987, $1.00 par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess the "Class B Preferred Stock”, Series 1987") and 152,321 shares have been designated as the Class B Preferred Stock, Series C, $1.00 par value per share (the "Series C Preferred Stock"). As of the close September 15, 1996, there were outstanding (v) 8,306,726 shares of business on May 4, 2021 RHCI Common Stock (with attached common share purchase rights (the “Company Capitalization Date”"Rights") in accordance with RHCI's Stockholder Rights Plan (the "Rights Plan") evidenced by the Rights Agreement dated August 1, 1995, as amended, between RHCI and First Union of North Carolina), (A) 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 (Cw) no shares of Excess Class A Preferred Stock were issued and outstanding. As of the Company Capitalization Dateor Class B Preferred Stock, Series 1987, (1x) Options 142,486 shares of Series C Preferred Stock (which such shares were then convertible into 1,424,860 shares of RHCI Common Stock) (with attached Rights in accordance with the Rights Plan), (y) employee and other stock options to purchase an aggregate of 855,978 Company 1,967,411 shares of RHCI Common Shares (790,978 of which were exercisable) were issued and outstanding, Stock and (2z) 1,155,382 Company warrants to purchase an aggregate of 908,588 shares of RHCI Common Shares were reserved and available for issuance pursuant to the Incentive PlansStock. All outstanding shares of capital stock of the Company RHCI 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, been 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, nonassessable and were not (or, in the case free of Company Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Companypreemptive rights. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a)this Section, and except for changes since September 15, 1996 resulting from the exercise of employee stock options or other obligations to issue shares of RHCI Common Stock referred to above outstanding on such date, there are outstanding as of the Company Capitalization Date, there are no outstanding date hereof (i) no shares of capital stock or other voting securities of the CompanyRHCI, (ii) no securities of the Company RHCI convertible into or exchangeable for shares of capital stock or voting securities of the Company or RHCI, and (iii) options no options, warrants or other rights to acquire from the CompanyRHCI, or other obligations and, no obligation of the Company RHCI to issue or pay cash valued by reference toissue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company RHCI (the items in clauses (i), (ii), ) and (iii) being referred to collectively as the “Company "RHCI Securities”"). As of the date of this Agreement, there There are no binding outstanding obligations of the Company RHCI or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any RHCI Securities. The shares of RHCI Common Stock and the shares of RHCI Series 1996 Preferred Stock to be exchanged for Shares and Company Preferred Shares, respectively, in the Merger have been duly authorized, except for any required approval by RHCI's stockholders of the Company Securitiesissuance of RHCI Common Stock and RHCI Series 1996 Preferred Stock in connection with the Merger, and when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any preemptive or other similar right. The transactions contemplated hereby will not by themselves result in the Rights under the Rights Plan becoming exercisable.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $.10 per share (the "Company Preferred Stock"). As of January 31, 1997, (i) three hundred million 63,795,517 shares of Company Common Stock were issued and outstanding, (300,000,000ii) 5,262,600 shares of Company Common Stock were reserved for issuance pursuant to the conversion of the Company Convertible Notes, (iii) shares of Company Common Stock, par value $0.01 per shareStock issuable pursuant to the Rights Agreement were reserved for issuance in connection with the Rights, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of the close of business on May 4, 2021 (the “Company Capitalization Date”), (A) 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 (Civ) no shares of Excess Company Common Stock were issued and outstanding. As held in the treasury of the Company Capitalization DateCompany, and (1v) Options to purchase an aggregate there were no shares of 855,978 Company Common Shares (790,978 of which were exercisable) were Preferred Stock issued and outstanding. Since January 31, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding 1997, no additional 20 shares of capital stock have been issued except shares of Company Common Stock and options therefor issued pursuant to the Company's stock option and employee stock purchase plans, pension plans and other similar employee benefit plans (the "Company Stock Plans"), which, upon exercise of all such options as of such date (whether or not vested), would not exceed 7,545,000 shares of Company Common Stock in the aggregate. Since January 31, 1997, the Company has issued only options to acquire 1,474,100 shares of Company Common Stock. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Except as disclosed in Section 3.2(a) of the Company have beenDisclosure Letter and, 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 controlled Affiliate of except for the Company owns any Convertible Notes, the Company Shares. (b) Except as set forth in Section 3.5(a)Stock Plans and the Rights Agreement, as of the Company Capitalization Datedate hereof, there are no outstanding existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or voting securities of the Companyother equity interest in, (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 any of the Company to issue or pay cash valued by reference to, any capital stock, voting securities its Subsidiaries or securities convertible into or exchangeable for capital stock such shares or voting securities of the Company (the items in clauses (i)equity interests, (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding contractual obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company Securitiesor any of its Subsidiaries of the Company or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. (b) Except as disclosed in Section 3.2(b) of the Company Disclosure Letter, all of the outstanding shares of capital stock (or equivalent equity interests of entities other than corporations) of each of the Company's Subsidiaries are owned of record and beneficially, directly or indirectly, by the Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 170,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) Stock and 2,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 10.00 per share (the “Excess Company Preferred Stock”). As of the close of business on May 4January 11, 2021 (the “Company Capitalization Date”)2010, (Ai) 98,301,860 45,843,368 shares of Company Common Shares Stock were issued and outstanding (inclusive outstanding, all of Restricted Stock Awards for 37,850 unvested Company Common Shares)which are duly authorized, validly issued, fully paid and nonassessable and were issued free of any preemptive rights, whether statutory or otherwise, (B) 21,985,616 Company Preferred Shares were issued and outstanding and (Cii) no shares of Excess Company Common Stock were held in the treasury of the Company, (iii) (A) 1,397,513 shares of Company Common Stock were reserved and available for issuance pursuant to outstanding Company Stock Options with the grant date, vesting terms and exercise price per share of Company Common Stock for each Company Stock Option set forth on Section 3.3(a)(iii) of the Company Disclosure Letter, and (B) 110,118 shares of Company Common Stock were reserved and available for issuance pursuant to Company Restricted Stock Units and Company Deferred Units, in each case, issued pursuant to the Company Stock Plans and Company Deferred Compensation Plans, (iv) 1,288,173 shares of Company Common Stock were reserved for the grant of additional awards under the Company Stock Plans and Company Deferred Compensation Plans, and (v) no shares of Company Preferred Stock were issued and outstanding. As of January 11, 2010, (i) no shares of Company Common Stock were owned by a direct or indirect wholly owned Company Subsidiary and (ii) there were no outstanding stock options, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock (“Company Stock-Based Awards”) (other than Company Stock Options, Company Restricted Stock Units and Company Deferred Units specified above). From the close of business on January 11, 2010 to the date hereof, no shares of Company Common Stock have been issued by the Company Capitalization Date, (1) Options to purchase an aggregate of 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 except pursuant to the Incentive Plansexercise of outstanding Company Stock Options. All There are no bonds, debentures, notes or other indebtedness or securities of the Company that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which Company Shareholders may vote. Except as set forth above, as of the date of this Agreement, there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company have beenor any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (D) any Company Stock-Based Awards. All shares of Company Common Stock are, and all Company Common Shares that shares which may be issued pursuant to any Incentive Plan Company Stock Options, Company Restricted Stock Units and Company Deferred Units will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessablenonassessable and not subject to any preemptive rights, 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 whether statutory or controlled Affiliate of the Company owns any Company Sharesotherwise. (b) Except as set forth in Section 3.5(a3.3(a), as of the date of this Agreement, none of the Company Capitalization Dateor any of the Company Subsidiaries has any contractual or other obligation to repurchase, there are no outstanding (i) redeem or otherwise acquire any shares of Company Common Stock or other capital stock or voting securities of the Company, (ii) securities of the Company or any of its Subsidiaries (or any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities or equity interests of the Company or any of its Subsidiaries), to issue or sell, or cause to be issued or sold, any such securities, or to make any investment (iiiin the form of a loan, capital contribution or otherwise) options in any of the Company Subsidiaries or any other rights to acquire from Person, except in connection with the acceptance of shares of Company Common Stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise of Company Stock Options or the settlement of Company Restricted Stock Units. Except as set forth in Section 3.3(b) of the Company Disclosure Letter, all of the outstanding shares of capital stock and voting securities of each Company Subsidiary are owned, directly or indirectly, by the Company and are duly authorized, validly issued, fully paid and nonassessable, and those shares of capital stock and voting securities of each of the Company Subsidiaries owned by the Company, directly or indirectly, are free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other obligations equity interests. Except as otherwise set forth in this Section 3.3 or in Section 3.3(b) of the Company to issue Disclosure Letter, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or pay cash valued by reference to, any capital stock, voting convertible securities or securities convertible into other commitments or exchangeable for agreements of any character relating to the issued or unissued capital stock or voting other securities of any Company Subsidiary, or otherwise obligating the Company (the items in clauses (i)or any Company Subsidiary to issue, (ii)transfer, and (iii) being referred to collectively as the “Company Securities”)sell, purchase, redeem or otherwise acquire any such securities. As of the date of this Agreement, there are no binding obligations voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any Company Subsidiary is a party or by which any of them is bound with respect to the holding, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries. (c) Except as otherwise set forth in Section 3.3(c) of the Company Subsidiaries to repurchaseDisclosure Letter, redeem or otherwise acquire neither the Company nor any of the Company SecuritiesSubsidiaries owns, or has any contractual or other obligation to acquire, any equity securities or other securities of any Person (other than Company Subsidiaries) or any direct or indirect equity or ownership interest in any other business. (d) Since October 31, 2008, with respect to the Company Stock Options, Company Restricted Stock Units and Company Deferred Units, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Stock Option, Company Restricted Stock Unit and Company Deferred Unit was properly accounted for on the books and records of the Company; (ii) each grant of Company Stock Options, Company Restricted Stock Units and Company Deferred Units was made in accordance with the terms of the applicable Company Stock Plan and applicable Laws; and (iii) the per share exercise price of each Company Stock Option was determined in accordance with the applicable Company Stock Plan. (e) As of the date of this Agreement, the only principal amount of outstanding indebtedness for borrowed money of the Company and its Subsidiaries (not including intercompany amounts or operating or capital leases or overdraft facilities) is no more than $4,310,989 in letters of credit, outstanding under the Company Credit Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 350,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) and 10,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 0.001 per share (the “Excess Company Preferred Stock,” and together with Company Common Stock, the “Company Capital Stock”). . (b) As of the close of business on May 4June 30, 2021 2015, there were (i) 77,286,242 shares of Company Common Stock issued and outstanding (each, together with a preferred share purchase right (the “Company Capitalization DateRights”) issued pursuant to the Company Rights Agreement), ; (Aii) 98,301,860 Company Common Shares were issued and outstanding (inclusive no shares of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were Stock issued and outstanding and 350,000 designated as Series A Junior Preferred Stock and reserved for issuance under the Company Rights Agreement; (Ciii) no 76,442,515 shares of Excess Company Common Stock were issued and outstanding. As of owned by the Company Capitalization Date, as treasury stock; (1iv) Options to purchase an aggregate 2,978,847 shares of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were Stock reserved and available for issuance pursuant to outstanding awards and rights under the Incentive Company Stock Plans, of which 1,443,930 shares of Company Common Stock related to outstanding Company Stock Options, all of which are vested and exercisable, 857,832 shares of Company Common Stock related to outstanding Company RSUs and 677,085 shares of Company Common Stock related to outstanding Company PSUs (assuming achievement of the applicable performance metrics at the target level); and (v) 6,066,705 shares of Company Common Stock were reserved for issuance in respect of future awards to be granted under the Company Stock Plans. Since the close of business on June 30, 2015 through the date of this Agreement, no Company Stock Options, Company RSUs or Company PSUs, have been issued or granted and no shares of Company Common Stock have been issued other than in satisfaction of the vesting or exercise of (in each case, in accordance with their respective terms) any Company Stock Options, Company RSUs or Company PSUs, in each case, that were outstanding as of the close of business on June 30, 2015. Section 3.2(b) of the Company Disclosure Letter sets forth a correct and complete listing of all outstanding Company Stock Options, Company RSUs and Company PSUs as of the close of business on June 30, 2015 setting forth, as applicable, (i) the name of the holder, (ii) the type of award and number of shares of Company Common Stock subject thereto (at target level for performance awards), (iii) the name of the Company Stock Plan under which the award was granted and (iv) the date of grant and vesting terms. No later than five (5) Business Days prior to the anticipated Closing Date, the Company will provide Parent with an updated version of Section 3.2(b) of the Company Disclosure Letter reflecting any changes thereto occurring after June 30, 2015 and will thereafter promptly (and in no event later than the Closing Date) provide to Parent a list of any applicable changes that occur after the date on which such updated list is provided. Except as set forth above, no other Securities of the Company are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock of the Company Common Stock have been, and all any shares of Company Common Shares that may be Stock issued pursuant to any Incentive Plan in respect thereof will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive rights. (orc) Each grant of Company Stock Options was granted in material compliance with all applicable Laws. Each Company Stock Option had, in on the case date of grant, an exercise price of no less than the fair market value of the shares of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, and were not (or, in the case of Stock subject to such 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 controlled Affiliate of the Company owns any Company SharesStock Option. (bd) Except as set forth in Section 3.5(a3.2(b), as of the Company Capitalization Date, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements, derivative contracts, forward sale contracts or undertakings of any kind to which the Company or any Company Subsidiary is a party, or by which the Company or any Company Subsidiary is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities of the Company or of any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement, derivative contract, forward sale contract or undertaking, or obligating the Company to make any payment based on or resulting from the value or price of the Company Common Stock or of any such security, option, warrant, call, right, commitment, agreement, arrangement, derivative contract, forward sale contract or undertaking. Except for acquisitions, or deemed acquisitions, of Company Common Stock or other Securities of the Company in connection with (i) shares of capital stock or voting securities the payment of the Companyexercise price of Company Stock Options (including in connection with “net” exercises), (ii) securities required Tax withholding in connection with the exercise of the Company convertible into or exchangeable for shares Stock Options and vesting of capital stock or voting securities Company RSUs and Company PSUs and (iii) forfeitures of Company Stock Options, Company RSUs and Company PSUs, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any Securities of any Company Subsidiary. (iiie) options There are no bonds, debentures, notes 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 date of this Agreement, there are no binding obligations Indebtedness of the Company or any of the Company Subsidiaries having the right to repurchasevote (or convertible into, redeem or otherwise acquire exchangeable for, Securities having the right to vote) on any matters on which stockholders of the Company Securitiesmay vote. Other than the Company Voting Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of any Securities of the Company or any Company Subsidiary. (f) The Company is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each Company Subsidiary, free and clear of any Liens and free of any other limitation or restriction (other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens). All of such Securities so owned by the Company have been duly authorized, validly issued, and are fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the Securities of the Company Subsidiaries and investments in marketable securities and cash equivalents maintained in the ordinary course of business, the Company does not own, directly or indirectly, any material amount of Securities or other ownership interests in any Person.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 1,800,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 600,000,000 shares of Company Class B Common Stock, 600,000,000 shares of Class C Common Stock and 200,000,000 shares of undesignated Preferred Stock, par value $0.01 0.00001 per share, and (iii) two hundred million (200,000,000) shares of excess stock, par value $0.01 per share (“Excess Stock”). As of At the close of business on May 4April 24, 2021 2024 (the “Company Capitalization Date”), (Ai) 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 242,827,253 shares of Excess Common Stock were issued and outstanding. As , (ii) 97,959,296 shares of Common Stock were reserved and available for future issuance pursuant to the Company Capitalization DateStock Plans, (1iii) Options 44,564,908 shares of Common Stock were subject to purchase an aggregate 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 855,978 Company Class B Common Shares Stock were issued and outstanding, (790,978 vii) no shares of which were exercisable) Class C Common Stock were issued and outstanding, and (2viii) 1,155,382 no shares of Preferred Stock, par value $0.00001 per share, of the Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All issued or outstanding. (a) Except as described in this Section 3.02, there are (i) no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the Company 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 date hereof other than shares that have not yet been issued, will be) fully paid and nonassessable, and become outstanding after the Capitalization Date which were not (or, in the case of Company Common Shares that have not yet been issued, will not be) issued in violation reserved for issuance as of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except Capitalization Date as set forth in Section 3.5(a3.02(a), as of the Company Capitalization Date, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting securities interests of any character in, the Company or Company, (iii) options no outstanding obligations, options, warrants, rights, pledges, calls, puts, phantom equity, premptive rights, or other rights 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 issue grant, extend or pay cash valued by reference toenter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stockstock of, voting securities or securities convertible into or exchangeable for capital stock other equity or voting securities of interests (or voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iiiiv) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are ) and (v) no binding other obligations of 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 have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation of any purchase option, call option, right of first refusal, subscription right, preemptive or similar rights of a third Person, the Company Charter Documents or any agreement to which the Company is a party. All of the outstanding shares of capital stock or equity interests of the Company’s Subsidiaries have been duly authorized, validly issued, fully paid and non-assessable and none of such capital stock or equity interests are subject to or were issued in violation of any 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, rights of first refusal or similar rights of any Person, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 50,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) 10,000,000 shares of Company Preferred Stock, par value $0.01 per share, Class B Common Stock and (iii) two hundred million (200,000,000) 500,000 shares of excess preferred stock, par value $0.01 per share (“Excess the "Preferred Stock”"). As of the close of business on May 4September 1, 2021 (the “Company Capitalization Date”)2004, (Ai) 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 1,162,631 shares of Excess Common Stock were issued and outstanding. As of the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 all of which were exercisableduly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive rights, (ii) 229,737 shares of Class B Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive rights, (2iii) 1,155,382 Company an aggregate of 315,709 shares of Common Shares Stock and 0 shares of Class B Common Stock were reserved and available for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Company Stock Options issued pursuant to the Company's 1994 Stock Incentive Plan, the SMIPs and Employee Stock Ownership Plan (the "Company Stock Plans"), an aggregate of 156,055 shares of Common Stock were reserved for issuance upon, or 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 reserved for issuance. All As of the date of this Agreement, the Company had outstanding Company Stock Options to purchase 112,417 Common Shares and 0 Class B Shares, 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 shares of Company Common Stock or Preferred Stock have been issued except for Common Shares issued pursuant to the exercise of Company Stock Options, the conversion of Convertible Debentures or the conversion of Class B Shares. Except as set forth above, there are no outstanding options, warrants or other outstanding 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 have been, and all Company Common Shares that may be issued pursuant to or 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 securities or obligations convertible or exchangeable into or exercisable for any shares 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 capital stock or voting securities of the Company. No Company Subsidiary or controlled Affiliate of the Company owns any Company Shares. (b) Except as set forth in Section 3.5(a3.3(a), as of the Company Capitalization Date, there are no outstanding (i) shares preemptive rights of capital stock or voting securities of the Company, (ii) securities of any kind which obligate the Company convertible into or exchangeable for any of its subsidiaries to issue or deliver any shares of capital stock or voting securities of the Company or (iii) options any securities or other rights obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire from the Company, Company or other obligations of the Company to issue or pay cash valued by reference toits subsidiaries, any capital stock, voting securities or securities convertible into or exchangeable for 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 items in clauses (i), (ii), and (iiiright to vote) being referred to collectively as with the “stockholders of the Company Securities”)on any matter. As of the date of this Agreement, there are no binding obligations 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 of the Company or any Disclosure 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 Subsidiaries to repurchase, redeem or otherwise acquire any Disclosure Schedule. Section 3.3 of the Company SecuritiesDisclosure Schedule sets forth, as of the date of this Agreement, (x) each participant in a SMIP, identifying the applicable SMIP, the amount of 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 Allocation Amount (as defined in the applicable SMIP) for such participant for each uncompleted Plan Year (as defined in the applicable SMIP).

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Common Stock, of which 50,000,000 shares have been designated as Common Shares and 50,000,000 shares have been designated as Class B Common Stock, no par value $0.01 per shareshare ("Class B Common Stock"), (ii) twenty-six million six hundred thousand (26,600,000) and 2,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value $0.01 1.00 per share (“Excess "Preferred Stock”"). As Except for Common Shares issued after the date of this Agreement upon exercise of Options outstanding as of the close date of business on May 4, 2021 (the “Company Capitalization Date”)this Agreement, (Ai) 98,301,860 Company 33,136,497 shares of Common Shares were are issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares)outstanding, (Bii) 21,985,616 Company no shares of Class B Common Stock are issued and outstanding, (iii) no shares of Preferred Shares were Stock are issued and outstanding and (Civ) no shares of Excess Stock were issued and outstanding. As of Common Shares are held by the Company Capitalization Date, (1) Options to purchase an aggregate of 855,978 in its treasury. The Company has 8,625,000 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 Stock Plans, of which 3,465,585 Common Shares are subject to outstanding Options, and the weighted average exercise price for such Options is $7.81 (except for any changes caused by the exercise of Options after the date of this Agreement which were outstanding on the date hereof). Except as set forth in this Section 4.03, there are not now, and at the Effective Time there will not be, any options, warrants, calls, subscriptions, or other rights, or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue, transfer or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary of the Company. Section 4.03(a) of the Company Disclosure Schedule sets forth the name of each holder of an Option, together with the grant date, exercise price, number of Common Shares issuable upon exercise of each such Option, vesting schedule of each such Option, the number of vested and unvested Options of each Option holder and the specific Stock Plan pursuant to which such Option was issued, except with respect to any unintentional misstatement which would not affect the number of Common Shares issuable upon exercise of the Options or the aggregate Option Consideration with respect to all Options. All issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company 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, been 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 nonassessablenon-assessable, 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 controlled Affiliate of are owned by either the Company owns any Company Shares. or another of its wholly-owned Subsidiaries, free and clear of all Liens (b) Except as set forth defined in Section 3.5(a4.06(a), ) other than Permitted Liens (as of the Company Capitalization Date, there defined in Section 4.24(d)). There are no outstanding (i) shares of capital stock or voting options, warrants, calls, subscriptions, convertible 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 Companyrights, or other obligations agreements or commitments, obligating any Subsidiary of the Company to issue issue, transfer or pay cash valued by reference to, sell any capital stock, voting securities or securities convertible into or exchangeable for shares of its capital stock or voting securities of the Company (the items in clauses (i), (ii), and (iii) being referred to collectively as the “Company Securities”)other equity interests. As of the date of this Agreement, there There are no binding outstanding obligations of the Company or any of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, the Company or any Subsidiary of the Company. (b) To the knowledge of the Company, without having made inquiry of any of its shareholders, except for estate planning and similar trust agreements, there are no shareholders agreements, voting trusts or other agreements or understandings relating to voting or disposition of any shares of capital stock of the Company Securitiesor granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the Company Board. The Company is not party to any agreement granting registration rights to any Person.

Capitalization. (a) The authorized capital stock of the Company consists of (i) three hundred million (300,000,000) 100,000,000 shares of Company Common Stock, par value $0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) and 5,000,000 shares of Company Preferred Stock, par value $0.01 per share, and (iii) two hundred million (200,000,000) shares of excess preferred stock, par value value, $0.01 .001 per share (“Excess the "Preferred Stock”"). As of September 30, 2003, (i) 50,140,921 shares of Company Common Stock are issued and outstanding; (ii) 4,505,866 shares of Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the close of business on May 4, 2021 Company's 1993 Equity Incentive Plan (the “Company Capitalization Date”"1993 Plan"), ; (Aiii) 98,301,860 473,330 shares of Company Common Shares were issued and outstanding Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1995 Non-Employee Director's Stock Option Plan (inclusive the "Directors Plan"); (iv) 14,767,653 shares of Restricted Stock Awards for 37,850 unvested the Company Common SharesStock 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 (Bthe "eRoom Plan"); (vii) 21,985,616 2,419,148 shares of Company Preferred Shares were issued 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 outstanding and the eRoom Plan, the "Company Stock Plans"); (Cviii) no shares of Excess Company Common Stock were are issued and held in the treasury of the Company; and (ix) no shares of Preferred Stock are issued and outstanding. As Between June 30, 2003 and the date of this Agreement, the Company has not issued any securities (including derivative securities) except for shares of Company Common Stock issued upon exercise of stock options outstanding or 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, 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 will 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 as set forth in Section 3.3(b) of the Disclosure Schedule, no capital stock of the Company Capitalization Dateor any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement. Except as described in Section 3.3(a) of this Agreement or as set forth in Section 3.3(b) of the Disclosure Schedule, there are no 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 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 (1including 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 capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) Options in any such Subsidiary or any other entity. There are no registration rights or other agreements, arrangements or understandings to purchase an aggregate which the Company or any of 855,978 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 Company Common Shares Stock or shares of capital stock of any such Subsidiary. (790,978 d) All outstanding shares of which were exercisable) were issued and outstandingthe Company's capital stock are, and (2) 1,155,382 all shares of Company Common Shares were Stock reserved and available 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 Incentive PlansGCL, the Company Charter or the Company By-Laws or any agreement to which the Company is 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 nature whatsoever (collectively, "Liens"). There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company have been, and all Company Common Shares that may be issued pursuant to or 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 controlled Affiliate of the Company owns any Company Sharesits Subsidiaries. (be) Except as set forth in Section 3.5(a), as The Company Common Stock constitutes the only class of the Company Capitalization Date, there are no outstanding (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 its Subsidiaries registered or other rights required to acquire from be registered under the CompanySecurities Exchange Act of 1934, 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 as amended (the items in clauses (i"Exchange Act"), (ii), and (iii) being referred to collectively as the “Company Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.

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) three hundred million (300,000,000) 210,000,000 shares of Company Class A Common Stock and (ii) 35,000,000 shares of Class B Common Stock, par value $0.01 0.0001 per share, share (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred “Class B Common Stock, par value $0.01 per share”), and (iiib) two hundred million (200,000,000) 5,000,000 shares of excess preferred stock, par value $0.01 0.0001 per share (“Excess Preferred Stock”), of which 185,000 shares of Preferred Stock are authorized as Series B-1 Preferred Stock. As of the close of business on May 4June 15, 2021 2020 (the “Company Capitalization Date”), (A) 98,301,860 Company there were 46,217,170 shares of Class A Common Shares were issued and outstanding (inclusive Stock outstanding, 28,508,750 shares of Restricted Class B Common 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 Excess Preferred Stock were issued and outstanding. As of the Company close of business on the Capitalization Date, (1i) Options to purchase an aggregate 2,905,179 shares of 855,978 Company Class A Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and Stock remained available for issuance pursuant to the AdaptHealth Corp. 2019 Stock Incentive PlansPlan (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 shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive or similar rights. From the Capitalization Date through and as of the date of this Agreement, no other shares of Common Stock or Preferred Stock have been issued other than shares of Common Stock issued in respect of the exercise of Company Stock Options or grant or payment of Company Stock Awards in the ordinary course of business. The Company does not have 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 may vote (“Voting Debt”) are issued and outstanding. Except (i) pursuant to any cashless exercise provisions of any Company Stock Options or pursuant to the surrender of shares to the Company or the withholding of shares by the Company to cover tax withholding obligations under Company Stock Options or Company Stock Awards, (ii) for the Warrants and (iii) as set forth in Section 2.02(d)(i), the Company does not have and is not bound by any outstanding options, 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 securities representing the right to purchase or otherwise receive any shares of capital stock of the Company have been, and all Company Common Shares that may be issued pursuant to (including 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 rights plan or controlled Affiliate of the Company owns any Company Sharesagreement). (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 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 date of this Agreement, there are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities.