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.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Stock outstanding immediately prior to the Effective Time and owned by a Company Stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, [Section 262] of the DGCL (such shares, “Dissenting Shares”), shall not be converted into the right to receive the Per Share Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by [Section 262] of the DGCL. At the Effective Time, # all Dissenting Shares shall be cancelled, extinguished and cease to exist and # the holders of Dissenting Shares shall be entitled to only such rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under [Section 262] of the DGCL or other applicable Legal Requirements, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Per Share Merger Consideration in accordance with this Article I. The Company shall give BRPA prompt notice (and in any event within two (2) Business Days) of any demands received by the Company for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and BRPA shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of BRPA, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under [Section 262] of the DGCL, or agree or commit to do any of the foregoing.

Director Shares. Subject to [Section 5.2] (Termination of Service), distributions of a Participant’s Deferral Account for Director Shares shall be made in the form of whole shares of Common Stock equal to the number of whole Deferred Share Units to be distributed and cash in an amount equal to the balance of the Participant’s Deferral Account for Director Shares denominated in cash which is attributable to dividend equivalents (and earnings) credited in accordance with [Section 4.3] (Deferral Account for Director Shares) and shall be made, or commence, as follows: