Common use of Capital Structure of the Company Clause in Contracts

Capital Structure of the Company. (a) Section 3.03 of the Seller Disclosure Letter sets forth the authorized capital stock of the Company and the number of shares of each class of capital stock of the Company that are issued and outstanding and the owner of such shares (such authorized shares of capital stock, collectively, the “Company Shares”). All of the Transferred Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Seller owns, directly or indirectly, all the Transferred Equity Interests, free and clear of all Liens (except to the extent arising under applicable state or federal securities Laws or in connection with this Agreement). (b) There are no outstanding securities (including any bonds, debentures, notes or other similar obligations), options, stock appreciation rights, phantom interests, warrants, calls, conversion rights, preemptive rights, rights of first refusal, redemption rights, stock appreciation, profit participation, repurchase rights, plans, “tag-along” or “drag-along” or other similar rights, commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating Seller or any of its Affiliates (including the Company) to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any Company Shares or any other ownership interests in the Company or any instruments or obligations convertible or exchangeable into or exercisable for any such Company Shares or other ownership interests, (ii) giving any Person a right to subscribe for or acquire any such Company Shares or other ownership interests, (iii) obligating Seller or any of its Affiliates (including the Company) to issue, grant, adopt or enter into any such Equity Right, or (iv) the holders of which have the right to vote with the stockholders of the Company on any matter (other than Company Shares). (c) There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Transferred Equity Interests. The Company does not own, directly or indirectly, beneficially or of record, any capital stock of or other equity or voting securities or interests in any other Person. Except as set forth on Section 3.03(c) of the Seller Disclosure Letter, Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of the Company to make any investment in (whether in the form of a loan, capital contribution or otherwise), and the Company does not have outstanding any such investment, to any other Person (other than in respect of Loans). There are no, and the Company is not bound by or subject to any agreements, commitments, arrangements, understandings or other obligations to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on any of the Transferred Equity Interests that will have effect from and after the Closing.

Capital Structure of the Company. (a) Section 3.03 3.2 of the Seller Disclosure Letter Schedule sets forth the authorized capital stock all of the Company and the number of shares of each class of capital stock of Membership Interests in the Company that are issued and outstanding and the owner of such shares (such authorized shares of capital stock, collectively, the “Company Shares”)together with each holder thereof. All of the Transferred Equity outstanding Membership Interests have been duly authorized and validly issued, and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Seller ownscompliance with all applicable federal, directly state, local or indirectlyforeign statutes, all the Transferred Equity InterestsLaws, free and clear of all Liens (except to the extent arising under applicable state or including federal securities Laws and any applicable state securities or in connection with this Agreement)“blue sky” Laws. (b) There All of the issued and outstanding Membership Interests in the Company are no outstanding securities (including duly authorized, validly issued, fully paid and non-assessable and are free and clear of any bonds, debentures, notes or other similar obligations), options, stock appreciation rights, phantom interests, warrants, calls, conversion rightsLiens, preemptive rights, rights of first refusal, redemption rights, stock appreciation, profit participation, repurchase rights, plans, refusal or “tag-alongput” or “drag-alongcall” rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which they are bound. The Members are the sole legal and beneficial owner of, and has good and marketable title, free and clear of all Liens, to, all of the outstanding Membership Interests and such interest constitutes the entire interest of the Members in the issued and outstanding share capital or voting securities of the Company and no other similar Person has any right, title or interest in or to the Membership Interests. There are no warrants, calls, rights, commitmentsconvertible securities, agreementscommitments or agreements of any character, arrangements written or undertakings (“Equity Rights”) (i) oral, to which the Company is a party or by which the Company is bound obligating Seller the Company to reduce its capital or any of its Affiliates (including the Company) to issue, deliver, sell, repurchase, cancel or redeem, purchase or sell, or cause to be issued, delivered, sold, repurchased or redeemed, purchased any Membership Interests or sold, any Company Shares or any other ownership interests in obligating the Company to grant or any instruments or obligations convertible or exchangeable into or exercisable for any such Company Shares or other ownership interests, (ii) giving any Person a right to subscribe for or acquire any such Company Shares or other ownership interests, (iii) obligating Seller or any of its Affiliates (including the Company) to issue, grant, adopt otherwise amend or enter into any such Equity Rightwarrant, call, right, commitment or agreement. The Company has no outstanding options, restricted stock units, restricted shares, stock appreciation right, profit participation, “phantom equity” or any other type of equity instrument or any plan or similar arrangement pursuant to which it has reserved Membership Interests for issuance; the Company has never promised (ivin writing or otherwise) the holders of which any such equity instrument to any Person. The Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity related compensation to any Person. There have been no (interim) dividends or other distributions with respect to any Membership Interests, and there are no declared or accrued but unpaid (interim) dividends or other distributions with respect to any Membership Interests. There are no outstanding bonds, debentures, notes or other obligations, granting its holder the right to vote with the stockholders on any matters on which Members of the Company on any matter may vote (other than Company Sharesor which are convertible into or exercisable for securities having the right to vote). (c) There As a result of the Membership Interests Purchase, as of the Closing, the Purchaser will be the sole record and beneficial holder of all issued and outstanding Membership Interests and all rights to acquire or receive any Membership Interests, whether or not such Membership Interests are outstanding. (d) Except as contemplated hereby, there are no (i) voting trusts, stockholder agreementsproxies, proxies or other agreements in effect or understandings with respect to the voting stock of the Company, or (ii) agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights) of any Membership Interests. (e) Section 3.2(e) of the Transferred Equity Interests. The Company does not own, directly or indirectly, beneficially or Disclosure Schedule lists all of record, any capital stock the former owners of the Membership Interests or other equity or voting securities or interests in any other Person. Except as set forth on Section 3.03(c) of the Seller Disclosure Letter, Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of the Company to make any investment in (whether in the form of a loan, capital contribution or otherwise)Company, and the Company does not have outstanding any approximate date on which such investment, to any other Person (other than in respect of Loans). There are no, and the Company is not bound by or subject to any agreements, commitments, arrangements, understandings Membership Interests or other obligations to declare, make equity was sold or pay any dividends or distributions, whether current or accumulated, or due or payable, on any otherwise disposed of the Transferred Equity Interests that will have effect from and after the Closingby such owners.

Capital Structure of the Company. (a) Section 3.03 of the Seller Disclosure Letter sets forth the The authorized capital stock of the Company and the number consists of (i) 200,000,000 shares of each class Company Common Stock, of capital stock of the Company that are which 110,711,498 shares were issued and outstanding as of the close of business on April 4, 2018 (the “Capitalization Date”), and the owner of such shares (such authorized ii) 10,000,000 shares of capital preferred stock, collectivelypar value $0.01 per share, of which no shares were issued and outstanding as of the “Company Shares”)close of business on the Capitalization Date. All of the Transferred Equity Interests outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and are nonassessable. The only shares of Company Common Stock reserved for issuance as of the Capitalization Date, were 13,883,391 shares of Company Common Stock reserved for issuance pursuant to the Stock Plans. Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and were owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any pledge, lien, charge, security interest, adverse right or other encumbrance (an “Encumbrance,” and any action of correlative meaning, to “Encumber”), and (i) not subject to any preemptive rights or any restriction on the right to vote, transfer, sell or otherwise dispose of such outstanding capital stock and (ii) not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right, commitment, understanding, restriction or arrangement under any provision of applicable Law or the Organizational Documents of the Company or any of its Subsidiaries. Seller owns, directly or indirectly, all the Transferred Equity Interests, free and clear of all Liens (except to the extent arising under applicable state or federal securities Laws or in connection with this Agreement). (b) There are no The Company does not have outstanding securities (including any bonds, debentures, notes or other similar obligationsobligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since the Capitalization Date through the date of this Agreement, neither the Company or any of its Subsidiaries has (i) issued any Company Securities or incurred any obligation to make any payments to any Person based on the price or value of any Company Securities or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of any Company Securities. (b) Section 5.2(b) of the Company Disclosure Letter sets forth a correct and complete listing of all outstanding Company Equity Awards as of the close of business on April 4, 2018, setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the employee identification number, grant date and exercise price with respect to each Company Equity Award, as applicable. Except as set forth in Section 5.2(a) or this Section 5.2(b), or for any Company Equity Awards granted following the date of this Agreement in accordance with the terms of this Agreement, there are no outstanding shares of (i) capital stock or voting securities of the Company or its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock, or cash payment in lieu of a share of capital stock, or voting securities of the Company or any of its Subsidiaries, (iii) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom interests, warrants, calls, conversion rights, preemptive rights, rights of first refusal, redemption rights, stock appreciation, profit participation, repurchase rights, plans, “tag-along” or “drag-along” or other similar rights, commitments, agreements, arrangements arrangements, calls, commitments or undertakings (“Equity Rights”) (i) obligating Seller rights of any kind that obligate the Company or any of its Affiliates (including the Company) Subsidiaries to issue, delivertransfer, redeem, purchase dispose or sellsell any shares of capital stock, or cause to be issuedcash payment in lieu of a share of capital stock, delivered, redeemed, purchased or sold, any Company Shares or any other ownership interests in securities of the Company or any instruments of its Subsidiaries, (iv) restricted shares, performance shares, contingent value rights, “phantom” stock or similar securities or rights with respect to the capital stock of the Company or any of its Subsidiaries or (iv) any securities or obligations convertible or exchangeable into or exercisable for any such Company Shares for, valued by reference to, directly or other ownership interestsindirectly, (ii) or giving any Person a right to subscribe for or acquire acquire, any such securities of the Company Shares or other ownership interests, (iii) obligating Seller or any of its Affiliates Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding (including the Company) items described in the foregoing being referred to issue, grant, adopt or enter into collectively as the “Company Securities”). Upon any such Equity Right, or (iv) the holders issuance of which have the right to vote any shares of Company Common Stock in accordance with the stockholders terms of the Stock Plans, such shares of Company on Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any matter (other than Company Shares). (c) Encumbrance. There are no voting trusts, stockholder agreementsproxies, proxies or other similar agreements in effect or understandings 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 or transfer of the Transferred Equity Interests. The Company does not own, directly or indirectly, beneficially or of record, any capital stock of or other equity disposition or voting securities or interests in any other Person. Except as set forth on Section 3.03(c) of the Seller Disclosure Letter, Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of the Company to make any investment in (whether in the form of a loan, capital contribution or otherwise), and the Company does not have outstanding any such investment, to any other Person (other than in respect of Loans). There are no, and the Company is not bound by or subject to any agreements, commitments, arrangements, understandings or other obligations to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on any of the Transferred Equity Interests that will have effect from and after the Closingits Subsidiaries.

Capital Structure of the Company. (a) Section 3.03 The capitalization of the Seller Company as of the date hereof is as set forth on Section 5.3 of the Disclosure Letter sets Letters. (b) Except as set forth on Section 5.3 of the authorized capital Disclosure Letters, (i) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, (ii) there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of the common stock of the Company (the “Company Shares”), or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Company Shares or securities of the Company which would entitle the holder thereof to acquire at any time the Common Shares, including, without limitation, any debt, preferred stock, right option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Company Shares. (c) Except as set forth on Section 5.3 of the Disclosure Letters, (i) there are no outstanding securities or instruments of the Company with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company, (ii) there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the number Company is or may become bound to redeem a security of the Company, and (iii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) All of the outstanding shares of each class of capital stock of the Company that are issued and outstanding and the owner of such shares (such authorized shares of capital stockduly authorized, collectively, the “Company Shares”). All of the Transferred Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable nonassessable, have been issued in compliance with all federal and were not state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights. Seller owns, directly rights or indirectly, all the Transferred Equity Interests, free and clear of all Liens (except to the extent arising under applicable state or federal securities Laws or in connection with this Agreement). (b) There are no outstanding securities (including any bonds, debentures, notes or other similar obligations), options, stock appreciation rights, phantom interests, warrants, calls, conversion rights, preemptive rights, rights of first refusal, redemption rights, stock appreciation, profit participation, repurchase rights, plans, “tag-along” or “drag-along” or other similar rights, commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating Seller or any of its Affiliates (including the Company) to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any Company Shares or any other ownership interests in the Company or any instruments or obligations convertible or exchangeable into or exercisable for any such Company Shares or other ownership interests, (ii) giving any Person a right to subscribe for or acquire purchase securities, except as set forth on Section 5.3 of the Disclosure Letters. No further approval or authorization of any such Company Shares or other ownership interestsstockholder, (iii) obligating Seller or any the board of its Affiliates (including the Company) to issue, grant, adopt or enter into any such Equity Right, or (iv) the holders of which have the right to vote with the stockholders directors of the Company on any matter (other than or others is required for the sale of the Company Shares). (c) . There are no voting trusts, stockholder stockholders’ agreements, proxies voting agreements or other similar agreements in effect with respect to the voting or transfer Company’s capital stock to which the Company is a party or, to the Knowledge of the Transferred Equity InterestsCompany, between or among any of the Sellers. (e) The Company has no Subsidiaries. The Company does not own, directly or indirectlyindirectly own any equity, beneficially Debt or of recordsimilar interest in, or any interest convertible into or exchangeable for, at any time, any capital stock of or other equity or voting securities or interests similar interest in any other Person. Except as set forth on Section 3.03(c) of the Seller Disclosure Letter, Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person. There are no outstanding obligations of the Company to make any investment in (whether in the form of a loan, capital contribution or otherwise), and the Company does not have outstanding any such investment, to any other Person (other than in respect of Loans). There are no, and the Company is not bound by or subject to any agreements, commitments, arrangements, understandings or other obligations to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on any of the Transferred Equity Interests that will have effect from and after the Closing.

Capital Structure of the Company. (a) Section 3.03 of the Seller Disclosure Letter sets forth the The authorized capital stock Membership Interests of the Company and consist solely of the number of shares of each class of capital stock Interests. All outstanding Membership Interests of the Company that are issued and outstanding and the owner of such shares (such authorized shares of capital stockduly authorized, collectively, the “Company Shares”). All of the Transferred Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable nonassessable. Except for the Interests, there are no outstanding (i) Membership Interests or other voting securities of the Company, (ii) securities of the Company or any other Person convertible into or exchangeable or exercisable for Membership Interests or other voting securities of, or any other interest in, the Company, and were not issued in violation of any (iii) subscriptions, options, warrants, calls, rights (including preemptive rights. Seller owns), directly commitments, understandings or indirectlyagreements to which the Company is a party or by which it is bound obligating the Company to issue, all deliver, sell, purchase, redeem or acquire Membership Interests or other voting securities of, or any other interest in, the Transferred Equity InterestsCompany (or securities convertible into or exchangeable or exercisable for Membership Interests or other voting securities of, free and clear of all Liens (except or any other interest in, the Company) or obligating the Company to the extent arising under applicable state grant, extend or federal securities Laws enter into any such subscription, option, warrant, call, right, commitment, understanding or in connection with this Agreement)agreement. (b) There No Membership Interests in the Company have been issued in violation of, and none are no outstanding securities (including subject to, any bondspreemptive rights, debentures, notes purchase or other similar obligations), call options, stock appreciation rights, phantom interests, warrants, calls, conversion rights, preemptive subscription rights, rights of first refusalrefusal or other similar rights except as set forth in the Company Organizational Documents. At the Closing, redemption rightsthere will be no member agreement, irrevocable proxies, voting trust or other agreement or understanding relating to the voting of any Membership Interests of the Company. There are, and there will be as of the Closing, no outstanding stock appreciation, phantom stock, profit participation, repurchase rights, plans, “tag-along” participation or “drag-along” or other similar rights, commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating Seller or any of its Affiliates (including the Company) to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any Company Shares or any other ownership interests in the Company or any instruments or obligations convertible or exchangeable into or exercisable for any such Company Shares or other ownership interests, (ii) giving any Person a right to subscribe for or acquire any such Company Shares or other ownership interests, (iii) obligating Seller or any of its Affiliates (including the Company) to issue, grant, adopt or enter into any such Equity Right, or (iv) the holders of which have the right to vote with the stockholders of the Company on any matter (other than Company Shares). (c) There are no voting trusts, stockholder agreements, proxies or other agreements in effect rights with respect to the voting or transfer of the Transferred Equity Interests. The Company does not own, directly or indirectly, beneficially or of record, any capital stock of or other equity or voting securities or interests in any other Person. Except as set forth on Section 3.03(c) of the Seller Disclosure Letter, Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other PersonCompany. There are no outstanding obligations obligations, contingent or otherwise, of the Company to provide funds to, or make any investment in (whether in the form of a loan, capital contribution or otherwise), and or provide any guarantee with respect to the Company does not have outstanding obligations of, any such investment, to any other Person (other than in respect of Loans)Person. There are nono bonds, and debentures, notes or other indebtedness of the Company is not bound by having the right to vote or subject to any agreementsconsent (or, commitments, arrangements, understandings or other obligations to declare, make or pay any dividends or distributions, whether current or accumulatedconvertible into, or due exchangeable for, securities having the right to vote or payable, consent) on any matters on which holders of Membership Interests of the Transferred Equity Interests that will have effect from and after the ClosingCompany may vote.