The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan shall be limited to Five Million Three Hundred Fifty Thousand One Hundred Eighty-Seven (5,350, 187) shares. Such share reserve is comprised of # the original Four Million Three Hundred Thousand (4,300,000) shares of Common Stock authorized for issuance under the Plan and # an additional One Million Fifty Thousand One Hundred Eighty-Seven (1,050,187) shares of Common Stock authorized pursuant to Section V.E of Article One as a result of the Special Distribution.

A = the total number of authorized shares of Series A Preferred Stock.

The Company has 500,000,000 authorized shares of capital stock consisting of (A)

Any Shares delivered pursuant to an Award or Stock Unit Account may consist, in whole or in part, of authorized and unissued Shares, of treasury Shares or of both.

You are hereby authorized and directed to promptly disclose to the Investor, after Investor's request from time to time, the total number of shares of Common Stock issued and outstanding, the total number of shares of Common Stock that are authorized but unissued and unreserved , and the dates and prices at which the Issuer has issued shares of Common Stock or Warrants.

This option may be exercised by the Executive through notice to the Company or its authorized administrator specifying the number of Shares in respect to which this option is being exercised, accompanied by payment for such Shares or through a cashless exercise as may be authorized by the Company.

Capital Structure. The authorized capital stock of Cafesa is set forth on [Exhibit 3.1](C). All outstanding shares of capital stock of Cafesa are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Certificate of Authorized Officer – Hedge Agreements. On the date of delivery of # the financial statements provided for in [Section 9.1(a)] and [Section 9.1(b) and (y)])] each Reserve Report delivered in connection with an Interim Redetermination, a certificate of an Authorized Officer of the [[Parties:Organization]] (a “Hedging Compliance Certificate”), setting forth # the calculations required to establish whether the [[Parties:Organization]] and its [[Parties:Organization]] were in compliance with [Section 9.18] as of such date and # a true and complete list of all commodity Hedge Agreements of the [[Parties:Organization]] and each Credit Party, the material terms thereof (in respect of the type, term, effective date, termination date and notional amounts or volumes), any credit support agreements relating thereto not listed on [Schedule 8.21] or on any previously delivered Hedging Compliance Certificate and any margin required or supplied under any credit support document; provided that, in the event that the [[Parties:Organization]] and its [[Parties:Organization]] are not in compliance with [Section 9.18] on the date on which delivery of any Hedging Compliance Certificate would otherwise be required pursuant to this [Section 9.1(g), (A)])] such non-compliance shall not constitute a Default and # the [[Parties:Organization]] shall furnish to the [[Parties:Organization]] such Hedging Compliance Certificate demonstrating compliance with [Section 9.18] within ten (10) days following such date.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Shelf Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Shelf Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

If the outstanding Shares are changed into or exchanged for a different number or kind of shares or into or for other securities of the Company or securities of another Company or entity, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then on each exercise of the Option which occurs following such events, for each Optioned Share for which the Option is exercised, the Optionee will instead receive the number and kind of shares or other securities of the Company or other Company into which such Option Share would have been changed or for which such Option Share would have been exchanged if it had been outstanding on the date of such event.