Common use of Due Incorporation; Capitalization Clause in Contracts

Due Incorporation; Capitalization. (a) Each of the Company and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, with all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its Subsidiaries as of the date hereof and as currently in effect, and none of the Company and its Subsidiaries is in violation of any provision of such Organizational Documents in any material respect. (b) The entire authorized capital stock of the Company is 600,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 456,647,231 of which are issued and outstanding as of the date of this Agreement, including 605,604 shares of Common Stock currently subject to Restricted Stock Awards. Of such authorized shares, as of the date of this Agreement, (w) 24,749,110 shares of Common Stock are currently subject to Options, (x) 1,724,000 phantom shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards and (z) 18,355,916 shares of Common Stock are reserved for issuance pursuant to future awards under the Benefit Plans. Section 3.1(b)(i) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of (1) each holder of Common Stock, including the number of shares of Common Stock held by such holder, (2) each holder of Equity Awards, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the exercise price for each Option or the base value for each EAR and (v) the expiration date of each Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of the Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise bound. Except as set forth in this Section 3.1 and in Section 3.1(b)(ii) of the Company Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements to acquire from the Company, or other obligation of the Company to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) voting trusts, proxies or other similar agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of the Company or any of its Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Disclosure Letter, free and clear of any Liens other than Permitted Liens. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party or otherwise bound. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000, other than as set forth in Section 3.1(d) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, 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 stockholders of the Company on any matter. (e) Neither the Company nor any of its Subsidiaries owns any Third Party Interests. Neither the Company nor any of its Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.

Due Incorporation; Capitalization. (a) Each of the Company and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization, with . Each of the Company and its Subsidiaries has all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the The Company and its Subsidiaries is are duly qualified to do business as a foreign corporation and, and are in good standing (where such concept is applicable, is in good standing recognized) in all jurisdictions in which it is they are required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its the Subsidiaries as of the date hereof and as currently in effect, and none of the Company and its the Subsidiaries is in violation of any provision of such Organizational Documents in any material respect. (b) The entire authorized capital stock of the Company is 600,000,000 11,000,000 shares consisting of (A) 10,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 456,647,231 of which are issued ) and outstanding as of the date of this Agreement, including 605,604 (B) 1,000,000 shares of Common Stock currently subject to Restricted Stock Awardspreferred stock, par value $0.01 per share. Of such authorized shares, subject to the issuance of Common Stock after the date of this Agreement upon exercise of Options in accordance with their terms as of the date of this Agreement, (w) 24,749,110 only 4,331,787 shares of Common Stock are issued and outstanding and no shares of preferred stock of the Company are issued and outstanding, (x) 444,787 shares of Common Stock are currently subject to Options, (xy) 1,724,000 phantom 22,780 shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards RSUs and (z) 18,355,916 73,093 shares of Common Stock are reserved for issuance pursuant to future awards under the Benefit PlansStock Incentive Plan. Section 3.1(b)(i3.1(b) of the Company Seller Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of (1) each holder of Common Stock, including the number of shares of the Common Stock held by such holder, (2) each holder of Equity AwardsOptions and RSUs, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the vesting schedule of each such award, (v) the exercise price for each such Option or the base value for each EAR and (vvi) the expiration date of each such Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares of Common Stock the Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of the Common Stock Company’s capital stock are subject to (other than pursuant to the Stockholders Agreement or an Employee Stock Subscription Agreement) or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise bound. Except as set forth 35 in this Section 3.1 and in Section 3.1(b)(ii) 3.1 of the Company Seller Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements agreements, commitments or understandings of any kind to acquire from the Company, or other obligation of the Company to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) other than the Stockholders Agreement, the Registration Rights Agreement, each Employee Stock Subscription Agreement and the Organizational Documents of the Subsidiaries, voting trusts, proxies or other similar agreements or understandings to which the Company or any of its the Subsidiaries is a party or by which the Company or any of its the Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its the Subsidiaries, (v) other than the Stockholders Agreement, the Registration Rights Agreement, each Employee Stock Subscription Agreement and the Organizational Documents of the Company and the Subsidiaries and the Senior Credit Agreements, contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of its the Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of the Company or any of its the Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There Other than as may be set forth in an Employee Stock Subscription Agreement, there are no outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries Subsidiary have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Seller Disclosure Letter, free and clear of any Liens (other than Permitted LiensLiens referred to in clause (h) of the definition thereof). Such shares have been and are issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries Subsidiary are subject to (other than the Stockholders Agreement) or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries Subsidiary or any agreement to 36 which the Company or any of its Subsidiaries Subsidiary is a party or otherwise bound. Except as set forth in Section 3.1(c) of the Company Seller Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in any of the Company’s SubsidiariesSubsidiary, (ii) securities of the Company or any of its the Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000, other than as set forth in Section 3.1(d) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, 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 stockholders of the Company on any matter. (e) Neither the Company nor any of its Subsidiaries owns any Third Party Interests. Neither the Company nor any of its Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.

Due Incorporation; Capitalization. (a) Each member of the Company and its Subsidiaries Group is duly organizedorganized or incorporated (as the case may be), validly existing and, where such concept is applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization, with . Each member of the Company Group has all requisite power and authority to own, operate and lease and operate its respective assets and properties as they are now being owned, leased operated and operated leased, and to carry on its business as now conducted. Each member of the Company Group is qualified to do business in all of the jurisdictions in which the ownership or leasing of its properties or assets or the conduct or nature of such member’s business makes such qualification necessary, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, except where the failure to be so duly organized, validly existing or in good standing qualify would not reasonably be expectednot, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Each of the Company True, correct and its Subsidiaries is duly qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Governing Documents of each member of the Company and each of its Subsidiaries Group, as of the date hereof and as currently presently in effect, have been heretofore delivered or made available to Parent. Section 3.1(a) of the Disclosure Schedule sets forth the name of each Subsidiary of the Company, the jurisdiction of its organization and none the Persons owning the outstanding equity interests of such Subsidiary. Except as set forth in Section 3.1(a) of the Disclosure Schedule, no member of the Company and its Subsidiaries is in violation of Group owns, directly or indirectly, any provision of such Organizational Documents equity interest or other ownership interest in any material respectPerson other than its Subsidiaries. No member of the Company Group is a participant in any joint venture, partnership or similar arrangement. Section 3.1(a) of the Disclosure Schedule sets forth the capitalization of each of the Company’s Subsidiaries, including, for each such Subsidiary, the owners and number of all of the issued and outstanding shares of capital stock and other outstanding equity interests of the Company’s Subsidiaries. (b) The entire authorized capital stock of the Company is 600,000,000 400,000 shares of common stockcapital stock consisting of (i) 100,000 shares of Common Stock, par value $0.01 0.001 per share (the “Common Stock”), 456,647,231 ) and (ii) 300,000 shares of Preferred Stock of which are issued and outstanding 200,000 shares have been designated as of Series A Preferred Stock, par value $0.001 per share (the date of this Agreement, including 605,604 shares of Common Stock currently subject to Restricted Stock Awards“Series A Preferred Stock”). Of such authorized shares, as of the date of this Agreement, (wx) 24,749,110 28,600 shares of Common Stock are currently subject to Options, issued and outstanding and (xy) 1,724,000 phantom 114,400 shares of Series A Preferred Stock are issued and outstanding. The Company has reserved 3,175 shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards for grant and (z) 18,355,916 shares of Common Stock are reserved for issuance pursuant to the 2015 Stock Option Plan, 1,968.4845 of which are currently issued and outstanding Options and 1,206.5155 of which are available for future awards under the Benefit Plansgrant. Section 3.1(b)(i) The Company has issued Warrants representing 1,503.9470 shares of the Company Disclosure Letter contains a complete issued and correct list, as of the date of this Agreement, of (1) each holder of outstanding Common Stock, including the number of shares of Common Stock held by such holder, (2) each holder of Equity Awards, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the exercise price for each Option or the base value for each EAR and (v) the expiration date of each Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares securities of Common Stock the Company and of each of its Subsidiaries (i) have been duly authorized and are duly authorized, validly issued, fully paid and nonassessable. Such shares have been ; (ii) were issued in compliance with all applicable federal and state securities laws and federal other Applicable Laws concerning and all requirements set forth in (A) the Governing Documents of the Company and any other applicable Contracts governing the issuance of such securities. No shares of the Common Stock ; (iii) are not subject to or were to, nor have they been issued in violation of the preemptive rights of any shareholder or of, any purchase option, call option, right of first refusal, preemptive right, right of first refusal, subscription right or any similar right under any provision of the DGCLany Applicable Law, the Certificate of Incorporation or by-laws Governing Documents of the Company or any agreement Contract to which the Company is a party or otherwise bound. Except as set forth in this ; and (iv) are free and clear of any Liens (except for any restrictions on transfer under applicable securities laws and the Stockholders Agreements). (c) Section 3.1 and in Section 3.1(b)(ii3.1(c) of the Company Disclosure Letter, as Schedule sets forth the true and correct capitalization of the date Company, including the holders thereof and the number of this Agreement, there are no shares (or equivalent) held by each holder of the following: (i) issued and outstanding shares of capital stock Common Stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for issued and outstanding shares of capital stock of or other voting or equity interests in the CompanySeries A Preferred Stock, (iii) issued Options, including grant date, vesting schedule (and the terms of any acceleration rights thereof), expiration date, whether or not the Option is qualified, and per share exercise price; and (iv) the number of Warrants, including exercise price. Except as set forth on Section 3.1(c) of the Disclosure Schedule, there are no outstanding, reserved or authorized equity interests, including convertible securities, calls, options, warrants warrants, subscriptions, purchase or other rights (including conversion, exchange, redemption or agreements to acquire from the Company, preemptive rights and rights of first refusal or similar rights) or other obligation Contracts, agreements or commitments of the Company to issueany character (other than this Agreement), deliverorally or in writing, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) voting trusts, proxies or other similar agreements to under which the Company or any of its Subsidiaries is a party or by may become obligated to issue, sell, purchase or repurchase, or which gives any other Person the Company right to acquire, any equity interests, including shares of capital stock, membership interests or other equity interests, or any of its Subsidiaries is bound with respect to the voting of securities or obligations exercisable or exchangeable for or convertible into any shares of capital stock of stock, membership interests or other voting equity interests, of any member of the Company Group. There are no outstanding or equity interests in authorized appreciation, phantom interest, profit participation or similar rights with respect to the Company or any of its Subsidiaries. Except for this Agreement and the Stockholder Agreements, there is no voting trust, proxy or other Contract, agreement or understanding (v1) obligations restricting with respect to the voting or transfer of, or requiring the registration for sale of, of any shares of capital stock of Common Stock or other voting or equity interests in the Company or any of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute securities of the Company or any of its Subsidiaries or (2) providing registration rights, preemptive rights, rights of first refusal, rights of first offer, tag-along, drag-along or other similar rights with respect to, any securities of the Company or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”)its Subsidiaries. There are no outstanding obligations debt securities or Indebtedness of the Company or any of its Subsidiaries that grant any third party the right to repurchasevote or consent (or that are convertible into, redeem or otherwise acquire exchangeable for, securities having the right to vote or consent) on any Company Securities. No Subsidiary matters on which any holder of the Company owns any shares securities of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Disclosure Letter, free and clear of any Liens other than Permitted Liens. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party may vote or otherwise boundconsent. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, there There are no outstanding promissory notes issued by the Company or any of its Subsidiaries that are convertible (iin whole or in part) into shares of capital stock of Common Stock or any other voting or equity interests in any of the Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock Common Stock or any other securities of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As All Options have been issued and granted in compliance with Applicable Law and the 2015 Stock Option Plan, and all shares of Common Stock issuable upon exercise of Options will be (upon issuance in accordance with the terms of the applicable Option and Option exercise notice) duly authorized, validly issued in accordance with Applicable Laws, fully paid and nonassessable. All Options have been granted or issued at an exercise price not less than the fair market value of the underlying Common Stock, as determined by the Company’s Board of Directors at the date of grant or issuance, the Options have been granted consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5) in order to be exempt from Section 409A of the Code and no modifications have been made to such Options following the applicable grant date. The cashless, “net exercise” of the Options contemplated by Section 2.9 hereof will not violate the terms of the 2015 Stock Option Plan, the agreements with the Optionholders under the 2015 Stock Option Plan, or Applicable Law and will not give rise to any grounds for any claim or action by any Person against the Company, the Surviving Corporation, Merger Sub or Parent. (e) Section 3.1(e) of the Disclosure Schedule sets forth a true, complete and accurate list of the aggregate redemption price of the shares of Series A Preferred Stock held by each holder thereof (i.e., on a holder-by-holder basis) as of the date hereof, the Company per annum dividend rate with respect to the shares of Series A Preferred Stock held by each such holder and its Subsidiaries have no outstanding Indebtedness in a principal the aggregate amount (in any one case) in excess of $5,000,000, other than all accrued and unpaid dividends on such shares of Series A Preferred Stock for each holder as set forth in Section 3.1(d) of the Company Disclosure Letterdate hereof. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) In connection with the stockholders Closing, each holder of Series A Preferred Stock is only entitled to receive (i) the liquidation preference of such shares of Series A Preferred Stock held by such holder under Company’s Governing Documents, and (ii) the amount of accrued and unpaid dividends as of the Company on any matterClosing pursuant to the Company’s Governing Documents, and no other amounts are payable in respect of the Series A Preferred Stock in connection with the Closing or the other transactions contemplated hereby. (e) Neither the Company nor any of its Subsidiaries owns any Third Party Interests. Neither the Company nor any of its Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.

Due Incorporation; Capitalization. (a) Each of the Company and its the Subsidiaries is duly organized, validly existing and, where such concept is applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization, with . Each of the Company and the Subsidiaries has all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the The Company and its the Subsidiaries is are duly qualified to do business as a foreign corporation and, and are in good standing (where such concept is applicable, is in good standing recognized) in all jurisdictions in which it is they are required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its the Subsidiaries as of the date hereof and as currently in effect, effect and none of the Company and its the Subsidiaries is in violation of any provision of such Organizational Documents in any material respect. (b) The entire authorized capital stock of the Company is 600,000,000 5,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 456,647,231 of which are issued and outstanding as of the date of this Agreement, including 605,604 shares of Common Stock currently subject to Restricted Stock Awards. Of such authorized shares, subject to the issuance of Common Stock after the date of this Agreement upon exercise of Options in accordance with their terms as of the date of this Agreement, (wx) 24,749,110 only 373,257.559 shares of Common Stock are issued and outstanding, and (y) 46,622 shares of Common Stock are currently subject to Options, (x) 1,724,000 phantom shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards and (z) 18,355,916 shares of Common Stock are reserved for issuance pursuant to future awards under the Benefit Plans. Section 3.1(b)(i3.1(b) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of (1) each holder of Common Stock, including the number of shares of the Common Stock held by such holder, and (2) each holder of Equity AwardsOptions, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the vesting schedule of each such award, (v) the exercise price for each such Option or the base value for each EAR and (vvi) the expiration date of each such Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares of Common Stock the Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No Subsidiary owns any share of Common Stock. No shares of the Common Stock Company’s capital stock are subject to (other than pursuant to an Employee Stock Subscription Agreement) or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise bound. Except as set forth in this Section 3.1 and in Section 3.1(b)(ii) of the Company Disclosure Letter, as of the date of this Agreement3.1, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements agreements, commitments or understandings of any kind to acquire from the Company, or other obligation of the Company to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) other than each Employee Stock Subscription Agreement and the Organizational Documents of the Subsidiaries, voting trusts, proxies or other similar agreements or understandings to which the Company or any of its the Subsidiaries is a party or by which the Company or any of its the Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its the Subsidiaries, (v) other than each Employee Stock Subscription Agreement and the Organizational Documents of the Company and the Subsidiaries and the Existing Credit Agreements, contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of its the Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of the Company or any of its the Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There Other than as may be set forth in an Employee Stock Subscription Agreement, there are no outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries Subsidiary have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Disclosure Letter, free and clear of any Liens (other than Permitted LiensLiens referred to in clause (i) of the definition thereof). Such shares have been and are issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries Subsidiary are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries Subsidiary or any agreement to which the Company or any of its the Subsidiaries is a party or otherwise bound. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, there There are no outstanding (i) shares of capital stock of or other voting or equity interests in any of Subsidiary, except for shares owned by the Company’s Subsidiaries, Company or another Subsidiary (ii) securities of the Company or any of its the Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements agreements, commitments or understandings of any kind to acquire from the Company or any of its the Subsidiaries, or other obligation of the Company or any of its the Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries Subsidiary or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries Subsidiary (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete correct list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As of the date hereof, the The Company and its the Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000Indebtedness, other than as set forth in Section 3.1(d) respect of the Existing Credit Agreements, and there are no outstanding guarantees by the Company Disclosure Letteror any of the Subsidiaries of Indebtedness of any other Person. The Company has provided to Parent true and complete copies of the Existing Credit Agreements (including all amendments and modifications thereto). Neither the Company nor any of its the Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, 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 stockholders of the Company on any matter. (e) Neither the Company nor any of its the Subsidiaries owns any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any third party Person (collectively, “Third Party Interests”). Neither the Company nor any of its the Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.

Due Incorporation; Capitalization. (a) Each of the Company and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, with all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its Subsidiaries as of the date hereof and as currently in effect, and none of the Company and its Subsidiaries is in violation of any provision of such Organizational Documents in any material respect. (b) The entire authorized capital stock of the Company is 600,000,000 shares of common stock, par value $0.01 per share (the ““ Common StockStock ”), 456,647,231 of which are issued and outstanding as of the date of this Agreement, including 605,604 shares of Common Stock currently subject to Restricted Stock Awards. Of such authorized shares, as of the date of this Agreement, (w) 24,749,110 shares of Common Stock are currently subject to Options, (x) 1,724,000 phantom shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards and (z) 18,355,916 shares of Common Stock are reserved for issuance pursuant to future awards under the Benefit Plans. Section 3.1(b)(i) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of (1) each holder of Common Stock, including the number of shares of Common Stock held by such holder, (2) each holder of Equity Awards, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the exercise price for each Option or the base value for each EAR and (v) the expiration date of each Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of the Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise bound. Except as set forth in this Section 3.1 and in Section 3.1(b)(ii) of the Company Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements to acquire from the Company, or other obligation of the Company to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) voting trusts, proxies or other similar agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of the Company or any of its Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Disclosure Letter, free and clear of any Liens other than Permitted Liens. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party or otherwise bound. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000, other than as set forth in Section 3.1(d) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, 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 stockholders of the Company on any matter. (e) Neither the Company nor any of its Subsidiaries owns any Third Party Interests. Neither the Company nor any of its Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.,

Due Incorporation; Capitalization. (a) Each of the The Company and its Subsidiaries is the Subsidiary are each corporations duly organized, validly existing and, where such concept is applicable, and in good standing under the laws of the jurisdiction State of its incorporation or organization, with Delaware. Each of the Company and the Subsidiary has all requisite power and authority to own, lease own and operate its respective assets and properties as they are now being owned, leased owned and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or operated. The jurisdictions in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of which the Company and its Subsidiaries is duly the Subsidiary are qualified to do business as a foreign corporation andcorporations are set forth in Schedule 3.1 of the Disclosure Schedule, where such concept is applicable, is in good standing in and constitute all of the jurisdictions in which it is required to be so qualified the conduct or in good standingnature of the Company’s and the Subsidiary’s business makes such qualification necessary, except where the failure to be so qualified or in good standing qualify would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Subsidiary is wholly-owned by the Company. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its Subsidiaries as of the date hereof and as currently in effect, and none of the Company and its Subsidiaries is in violation of does not own any provision of such Organizational Documents equity interest in any material respectPerson other than the Subsidiary. (b) The entire authorized capital stock of the Company is 600,000,000 210,000 shares consisting of (A) 10,000 shares of common stockCommon Stock, par value $0.01 per share (the “Common Stock”)) and (B) 200,000 shares of Serial Preferred Stock, 456,647,231 par value $0.01 per share, of which are issued and outstanding 81,000 shares have been designated as of 13% Series A Redeemable Cumulative Preferred Stock (the date of this Agreement, including 605,604 shares of Common Stock currently subject to Restricted Stock Awards“Series A Preferred Stock”). Of such authorized shares, as of the date of this Agreement, (wA) 24,749,110 5,009.83172 shares of Common Stock are currently subject to Options, issued and outstanding and (xB) 1,724,000 phantom 81,000 shares of Series A Preferred Stock are issued and outstanding. The Company has reserved 347.59358 shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards for grant and (z) 18,355,916 shares of Common Stock are reserved for issuance pursuant to the Company’s 2004 Stock Incentive Plan, 267.15775 of which have been granted and 80.43583 of which are available for future awards under the Benefit Plans. Section 3.1(b)(i) of the Company Disclosure Letter contains a complete and correct list, grant as of the date of this Agreement, of (1) each holder of Common Stock, including hereof. Of the number of shares of Common Stock held by such holder, (2) each holder of Equity Awards, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the exercise price for each Option or the base value for each EAR and (v) the expiration date of each Option. No Option is intended to qualify 267.15775 Options that have been granted as an “incentive stock option” under Section 422 of the Codedate hereof, 217.99915 Options are currently outstanding and the remainder have been exercised or cancelled. All of the outstanding shares of Common Stock the Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of the Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise boundshareholder. Except as set forth above or in this Section Schedule I and Schedule 3.1 and in Section 3.1(b)(ii) of the Company Disclosure Letter, as of the date of this AgreementSchedule, there are no (i) issued and outstanding shares of capital stock of options, warrants, rights, convertible securities or other voting agreements or equity interests in the Company, (ii) securities of commitments obligating the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements to acquire from the Company, or other obligation of the Company Subsidiary to issue, deliver, transfer or sell, or cause to be issuedthe issuance, delivered, transferred transfer or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) voting trusts, proxies or other similar agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or the Subsidiary or to make any payments in respect of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations the value of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute shares of the Company or any of its Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the CompanySubsidiary. (c) All When delivered, Schedule I will accurately list the owners and holders of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Disclosure Letter, free and clear of any Liens other than Permitted Liens. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCLCommon Stock, the Organizational Documents Series A Preferred Stock, and the number of any of the Company’s applicable Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party or otherwise boundshares held. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete Schedule I will further accurately list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000, other than as set forth in Section 3.1(d) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, the holders of which have Options, the right number of shares of Common Stock that each holder is entitled to vote (or which are convertible into or exercisable for securities having purchase, and the right to vote) with the stockholders of the Company on any matterexercise price. (e) Neither the Company nor any of its Subsidiaries owns any Third Party Interests. Neither the Company nor any of its Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.

Due Incorporation; Capitalization. (a) Each of the Company and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, with all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or in good standing or to have such requisite power and authority would not reasonably be expected, individually or in the aggregate, expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, expected to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its Subsidiaries as of the date hereof and as currently in effect, and none of the Company and its Subsidiaries is in violation of any provision of such Organizational Documents in any material respect. (b) The entire authorized capital stock of the Company is 600,000,000 1,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 456,647,231 314,899,046 of which are issued and outstanding as of the date of this Agreement, including 605,604 shares of Common Stock currently subject to Restricted Stock Awards. Of such authorized shares, as of the date of this Agreement, (wx) 24,749,110 26,264,141 shares of Common Stock are currently subject to Options, (xy) 1,724,000 phantom 22,718 shares of Common Stock are currently subject to EARsRestricted Stock Awards, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards and (z) 18,355,916 6,171,460 shares of Common Stock are reserved for issuance pursuant to future awards under the Benefit Plans. Section 3.1(b)(i) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of (1) each holder of Common Stock, including the number of shares of Common Stock held by such holder, holder and (2) each holder of Equity Awards, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the exercise price for each Option or the base value for each EAR and (v) the expiration date of each Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of the Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder stockholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise bound. Except as set forth in this Section 3.1 and in Section 3.1(b)(ii) of the Company Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements to acquire from the Company, or other obligation of the Company to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) voting trusts, proxies or other similar agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other similar agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of the Company or any of its Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Disclosure Letter, free and clear of any Liens other than Permitted Liens. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries are subject to or were issued in violation of the preemptive rights of any shareholder stockholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party or otherwise bound. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options options, warrants or other rights or agreements to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of all of the Company’s Subsidiaries. There are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s Subsidiaries. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000, other than as set forth in Section 3.1(d) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, 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 stockholders of the Company on any matter. (e) Neither the Company nor any of its Subsidiaries owns any Third Party InterestsInterests other than as set forth in Section 3.1(e) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person, other than as set forth in Section 3.1(e) of the Company Disclosure Letter. (f) Each Common Stockholder is an Accredited Holder.

Due Incorporation; Capitalization. (a) Each of the Company and its Subsidiaries is duly organized, validly existing and, where such concept is applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization, with . Each of the Company and its Subsidiaries has all requisite power and authority to own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except, with respect to the Company’s Subsidiaries other than the Operating Subsidiary, where the failure to be so duly organized, validly existing or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the The Company and its Subsidiaries is are duly qualified to do business as a foreign corporation and, and are in good standing (where such concept is applicable, is in good standing recognized) in all jurisdictions in which it is they are required to be so qualified or in good standing, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has delivered to Parent complete copies of the Organizational Documents of the Company and each of its the Subsidiaries as of the date hereof and as currently in effect, and none of the Company and its the Subsidiaries is in violation of any provision of such Organizational Documents in any material respect. (b) The entire authorized capital stock of the Company is 600,000,000 11,000,000 shares consisting of (A) 10,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 456,647,231 of which are issued ) and outstanding as of the date of this Agreement, including 605,604 (B) 1,000,000 shares of Common Stock currently subject to Restricted Stock Awardspreferred stock, par value $0.01 per share. Of such authorized shares, subject to the issuance of Common Stock after the date of this Agreement upon exercise of Options in accordance with their terms as of the date of this Agreement, (w) 24,749,110 only 4,331,787 shares of Common Stock are issued and outstanding and no shares of preferred stock of the Company are issued and outstanding, (x) 444,787 shares of Common Stock are currently subject to Options, (xy) 1,724,000 phantom 22,780 shares of Common Stock are currently subject to EARs, (y) 3,247,638 shares of Common Stock are currently subject to RSU Awards RSUs and (z) 18,355,916 73,093 shares of Common Stock are reserved for issuance pursuant to future awards under the Benefit PlansStock Incentive Plan. Section 3.1(b)(i3.1(b) of the Company Seller Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of (1) each holder of Common Stock, including the number of shares of the Common Stock held by such holder, (2) each holder of Equity AwardsOptions and RSUs, specifying, on a holder-by-holder basis (i) the name of each holder, (ii) the number of shares of Common Stock subject to each such award, (iii) the grant date of each such award, (iv) the vesting schedule of each such award, (v) the exercise price for each such Option or the base value for each EAR and (vvi) the expiration date of each such Option. No Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. All of the outstanding shares of Common Stock the Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable. Such shares have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of the Common Stock Company’s capital stock are subject to (other than pursuant to the Stockholders Agreement or an Employee Stock Subscription Agreement) or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Certificate of Incorporation or by-laws of the Company or any agreement to which the Company is a party or otherwise bound. Except as set forth 35 in this Section 3.1 and in Section 3.1(b)(ii) 3.1 of the Company Seller Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options, warrants or other rights or agreements agreements, commitments or understandings of any kind to acquire from the Company, or other obligation of the Company to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) other than the Stockholders Agreement, the Registration Rights Agreement, each Employee Stock Subscription Agreement and the Organizational Documents of the Subsidiaries, voting trusts, proxies or other similar agreements or understandings to which the Company or any of its the Subsidiaries is a party or by which the Company or any of its the Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its the Subsidiaries, (v) other than the Stockholders Agreement, the Registration Rights Agreement, each Employee Stock Subscription Agreement and the Organizational Documents of the Company and the Subsidiaries and the Senior Credit Agreements, contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of its the Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of the Company or any of its the Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There Other than as may be set forth in an Employee Stock Subscription Agreement, there are no outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) All of the outstanding shares of capital stock of and other voting or equity interests in each of the Company’s Subsidiaries Subsidiary have been and are duly authorized and validly issued, fully paid and nonassessable and are owned beneficially and of record wholly by the Company or one of the Company’s wholly owned Subsidiaries as set forth in Section 3.1(c) of the Company Seller Disclosure Letter, free and clear of any Liens (other than Permitted LiensLiens referred to in clause (h) of the definition thereof). Such shares have been and are issued in compliance with all applicable state and federal Laws concerning the issuance of securities. No shares of capital stock of any of the Company’s Subsidiaries Subsidiary are subject to (other than the Stockholders Agreement) or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational Documents of any of the Company’s applicable Subsidiaries Subsidiary or any agreement to which the Company or any of its Subsidiaries Subsidiary is a party or otherwise bound. Except as set forth in Section 3.1(c) of the Company Seller Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in any of the Company’s SubsidiariesSubsidiary, (ii) securities of the Company or any of its the Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any Subsidiary of the Company or (iii) options or other rights or agreements agreements, commitments or understandings of any kind to acquire from the Company or any of its the Subsidiaries, or other obligation of the Company or any of its the Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries Subsidiary or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in any of the Company’s Subsidiaries Subsidiary (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities. Section 3.1(c) of the Company Seller Disclosure Letter sets forth a true and complete list of all of the Company’s Subsidiaries. There Other than as provided under applicable Law or pursuant to the Senior Credit Agreements, there are no restrictions of any kind which prevent the payment of dividends or distributions by any of the Company’s SubsidiariesSubsidiary. (d) As of the date hereof, the The Company and its the Subsidiaries (including ISG) have no outstanding Indebtedness in a principal amount (in any one case) in excess of $5,000,000Indebtedness, other than as set forth in Section 3.1(drespect of the Senior Credit Agreements, and there are no outstanding guarantees by the Company or any of the Subsidiaries (including ISG) of Indebtedness of any other Person. The Company has provided to Parent true and complete copies of the Company Disclosure LetterSenior Credit Agreements (including all amendments and modifications thereto). Neither the Company nor any of its the Subsidiaries (including ISG) has outstanding bonds, debentures, notes or, other than as referred to in this Section 3.1, other securities, 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 stockholders of the Company on any matter. (e) Neither the Company nor any of its the Subsidiaries owns any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any third party Person (collectively, “Third Party Interests”). Neither the Company nor any of its the Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.