Blocker Corp and PSP Intermediate. As of immediately prior to the Reorganization, PSP Intermediate will have no assets other than its ownership of 0.5% of the equity interests of the Company. PSP Intermediate is a holding company and was formed for the sole purpose of investing in equity in the Company and has never owned, and as of the date hereof does not own, any assets except for 0.5% of the equity interests of the Company. As of immediately prior to the Closing, Blocker Corp will have no assets other than its ownership of the Blocker Corp Company Interests. Blocker Corp is a holding company and was formed for the sole purpose of investing in equity of Splitter and has never owned, and as of the date hereof does not own, any assets except for the equity interests of Splitter. Splitter is a holding company and was formed for the sole purpose of investing in equity of Sentinel Investments and has never owned, and as of the date hereof does not own, any assets except for the equity interests of Sentinel Investments. Sentinel Investments is a holding company and was formed for the sole purpose of investing in equity of PSP Holdings and has never owned, and as of the date hereof does not own, any assets except for the equity interests of PSP Holdings. Since its incorporation, none of Blocker Corp, Splitter or Sentinel Investments has engaged in any business activities other than, prior to the Closing, the Reorganization. Except for liabilities incident to its incorporation or formation (as applicable) and organization, maintenance of its existence and in connection with its ownership of equity interests in the Company, Splitter, Sentinel Investments and PSP Holdings, as applicable, none of PSP Intermediate, Blocker Corp, Splitter or Sentinel Investments, as applicable, has incurred any Liabilities of any nature whatsoever. Pursuant to the Governing Documents of Splitter, Sentinel Investments and PSP Holdings, Blocker Seller is not entitled to more than 5.5049% of the Transaction Consideration.
