Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure Schedule sets forth as of the date hereof, a complete list of the Interests, including a true, correct and complete list of the record holders of the Interests, listing for each Person: (i) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The Interests represent all issued and outstanding equity interests of the Company. All of the issued and outstanding Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately after the Closing, Buyer shall own all of the outstanding Interests, free and clear of any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the Interests, there are no issued, reserved for issuance or outstanding (a) membership interests, shares of capital stock of, or other equity or voting interests in, the Company, (b) securities of the Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for value any Interests. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to the Interests. There are no agreements with respect to the voting or transfer of the Interests to which the Company, any Company Subsidiary or any Seller is a party. The Company has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any Interests. Except as provided on Section 3.4.2 of the Company Disclosure Schedule, the Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. No certificate or certificates have been issued representing any of the Interests or any other equity interest in the Company.

Capitalization and Related Matters. 3.4.1 (a) Section 3.4.1 3.02(a) of the Company Disclosure Schedule Letter sets forth a true, correct and complete list of all of the authorized, issued and outstanding Equity Securities of the Company (prior to giving effect to the Rollover Reorganization). All of the Equity Securities of the Company are duly authorized, validly issued and fully paid. All of the Equity Securities of the Company are held of record and beneficially as set forth on Section 3.02(a) of the Company Disclosure Letter (prior to giving effect to the Rollover Reorganization), free and clear of all Liens (other than (i) Liens arising under the Securities Act or applicable state and comparable foreign securities Laws, (ii) restrictions on transfer arising under the Organizational Documents of the Company, (iii) arising under the Credit Facility or the Indenture, and (iv) Liens created or incurred by or at the direction of Buyer). As of the date hereof, a complete list the Company Units constitute all of the Interestsissued and outstanding Equity Securities of the Company. At the Closing, including the Purchased Units and the Rollover Units shall constitute all of the issued and outstanding Equity Securities of the Company. (b) Except for the Rollover Reorganization and as set forth on Section 3.02(b) of the Company Disclosure Letter, (i) none of the Company Entities are, and immediately following the Closing none of the Company Entities shall be, subject to any obligation (contingent or otherwise) to issue, repurchase, redeem or otherwise acquire or retire any Equity Securities, (ii) there are no, and immediately following the Closing there shall not be any, statutory or Contractual preemptive rights, co-sale rights, rights of first refusal or similar rights or restrictions with respect to the Equity Securities of any Company Entity, and (iii) except as set forth in the Organizational Documents of the Company Entities or on Section 3.02(b) of the Company Disclosure Letter there are no agreements or understandings among the holders of Equity Securities of the Company Entities or among any other Persons with respect to the voting or transfer of the Company Entities’ Equity Securities or with respect to any other aspect of the Company Entities’ governance. (c) Section 3.02(c) of the Company Disclosure Letter sets forth a true, correct and complete list of the record holders name of each Subsidiary of the InterestsCompany, listing for each Person: the jurisdiction of its incorporation or other organization, as applicable, a list of all of the authorized, issued and outstanding Equity Securities of such Subsidiary of the Company, the Person(s) owning such outstanding Equity Securities of such Subsidiary and a description of any Investment held by any Company Entity in another Person (iother than in a Subsidiary). Except as set forth on Section 3.02(c) hisof the Company Disclosure Letter, her the Company does not have any Subsidiaries and does not hold any Investment in any Person other than a Company Entity. No Company Entity has any obligation to make any Investment (whether by loan, capital contribution, purchase of securities or its nameotherwise, and if not including any additional Investments) in any Person other than a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage Company Entity. Each of the Company’s membership interests owned by such Person. 3.4.2 The Interests represent all issued Subsidiaries is duly organized, validly existing and outstanding equity interests (where applicable) in good standing under the laws of the Companyjurisdiction of its incorporation or other organization, as applicable, possesses all requisite power and authority and all necessary Permits to own, operate, lease and otherwise hold its properties, to carry on its businesses as now being conducted and is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All of the issued outstanding Equity Securities of each of the Company’s Subsidiaries are, and outstanding Interests have been immediately following the Closing shall be, duly authorized and authorized, validly issued, and are fully paid and non-assessable. Immediately after assessable (to the Closingextent such concepts are applicable), Buyer shall own and all such Equity Securities are owned by the Company or another Subsidiary of the outstanding InterestsCompany, free and clear of any all Liens or any other restrictions on transfer, (other than (i) Liens arising under the Securities Act or applicable state and comparable foreign securities Laws, (ii) restrictions on transfer arising under applicable federal and state securities Laws. Other than the Interests, there are no issued, reserved for issuance or outstanding (a) membership interests, shares Organizational Documents of capital stock of, or other equity or voting interests in, the Subsidiaries of the Company, (biii) securities arising under the Credit Facility or the Indenture and (iii) Liens created or incurred by or at the direction of Buyer). Except as set forth on Section 3.02(c) of the Company convertible into Disclosure Letter, (x) there are no, and immediately following the Closing there shall not be any, authorized or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) outstanding options, warrants, stock appreciation purchase rights, phantom stocksubscription rights, calls, subscriptions conversion rights or other rights to acquire from the Company Contracts or other obligations commitments that could require any Subsidiary of the Company to issue or allotissue, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem sell or otherwise acquire or retire for value cause to become outstanding any Interests. There of its Equity Securities, (y) there are no statutory or contractual equity holder Contractual preemptive or similar rights, co-sale rights, rights of first refusal, refusal or similar rights of first offer or registration rights restrictions with respect to the Interests. There such Subsidiary’s Equity Securities, and (z) there are no agreements or understandings among the holders of such Subsidiary’s Equity Securities or among any other Persons with respect to the voting or transfer of the Interests such Subsidiary’s Equity Securities or with respect to which the Company, any Company Subsidiary or any Seller is a party. The Company has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any Interests. Except as provided on Section 3.4.2 other aspect of the Company Disclosure Schedule, the Company has no liability for, or obligation with respect to, the payment governance of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. No certificate or certificates have been issued representing any of the Interests or any other equity interest in the Companysuch Subsidiary.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure Schedule sets forth as of the date hereof, a complete list of the Interests, including a true, correct and complete list of the record holders of the Interests, listing for each Person: (i) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The Interests represent all issued and outstanding equity interests of the Company. All of the issued and outstanding Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately after the Closing, Buyer shall own all of the outstanding Interests, free and clear of any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the Interests, there are no issued, reserved for issuance or outstanding (a) membership interests, shares of capital stock of, or other equity or voting interests in, the Company, (b) securities of the Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for value any Interests. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to the Interests. There Except as may be set forth in the organizational documents for the Company, there are no agreements with respect to the voting or transfer of the Interests to which the Company, any Company Subsidiary or any Seller is a party. The Company has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any Interests. Except as provided on Section 3.4.2 of the Company Disclosure Schedule, the The Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. No certificate or certificates have been issued representing any of the Interests or any other equity interest in the Company.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure (a) The attached Capitalization Schedule accurately sets forth the following information with respect to each Issuer’s capitalization as of the date hereof, a complete list of the Interests, including a true, correct Closing Date and complete list of the record holders of the Interests, listing for each Person: immediately thereafter (i) histhe authorized Equity Interests of each Issuer, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage number of the Company’s membership interests owned by such Person. 3.4.2 The shares of each class of Equity Interests represent all or each Issuer issued and outstanding equity interests outstanding, (iii) the number of the Company. All shares of the issued and outstanding each class of Equity Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately after the Closing, Buyer shall own all of the outstanding Interests, free and clear of any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the Interests, there are no issued, each Issuer reserved for issuance or outstanding upon exercise of any Convertible Securities and (aiv) membership interests, the name of each holder of Equity Interests in each Issuer and the number of shares owned by each such holder of capital stock of, or other equity or voting interests insuch Equity Interests. As of the Closing Date, the CompanyIssuers do not have outstanding any of its Equity Interests, (b) securities except for the Securities and except as set forth on the Capitalization Schedule. As of the Company convertible into Closing Date, no Issuer is subject to any obligation (contingent or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (cotherwise) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem repurchase or otherwise acquire or retire for value any of their Equity Interests, except as set forth on the Capitalization Schedule and except pursuant to the terms of the Securities. As of the Closing Date, all of the outstanding Equity Interests of the Issuers shall be validly issued, fully paid and nonassessable. (b) There are no statutory or or, to any Issuer’s Knowledge, contractual equity holder holders’ preemptive rights or similar rights, rights of first refusal, rights of first offer or registration rights refusal with respect to the Interests. There are no agreements with respect to the voting or transfer issuance of the Interests to which the Company, any Company Subsidiary or any Seller is a partySecurities hereunder. The Company has Issuers have not violated and will not violate any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement laws in connection with the offer, sale, sale or issuance or allotment of any of its Equity Interests. Except as provided on Section 3.4.2 , and the offer, sale and issuance of the Company Disclosure ScheduleSecurities hereunder does not require registration under the Securities Act or any applicable state securities laws. To the Issuers’ Knowledge, the Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions agreements between the holders of any kind which prevent Issuer’s Equity Interests with respect to the payment voting, transfer or other control of the foregoing by the Company. No certificate or certificates have been issued representing any of the Interests or any other equity interest in the CompanyIssuers’ Equity Interests.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure (a) The attached Capitalization Schedule accurately sets forth the following information with respect to each Issuer Party’s capitalization as of the date hereof, a complete list of the Interests, including a true, correct Closing Date and complete list of the record holders of the Interests, listing for each Person: immediately thereafter (i) histhe authorized Equity Interests of each Issuer Party, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage number of the Company’s membership interests owned by such Person. 3.4.2 The units of each class of Equity Interests represent all of each Issuer Party issued and outstanding equity interests outstanding, (iii) the number of the Company. All units of the issued and outstanding each class of Equity Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately after the Closing, Buyer shall own all of the outstanding Interests, free and clear of any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the Interests, there are no issued, each Issuer Party reserved for issuance or outstanding upon exercise of any Convertible Securities and (aiv) membership interests, shares the name of capital stock of, or other equity or voting interests in, each holder of Equity Interests in each Issuer Party and the Company, (b) securities number of units owned by each such holder of such Equity Interests. As of the Company convertible into or exchangeable or exercisable Closing Date, no Issuer Party has outstanding any of its Equity Interests, except for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from Securities and except as set forth on the Company or other obligations Capitalization Schedule. As of the Company Closing Date, no Issuer Party is subject to issue any obligation (contingent or allot, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right otherwise) to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem repurchase or otherwise acquire or retire for value any of its Equity Interests, except as set forth on the Capitalization Schedule and except pursuant to the terms of the Securities. As of the Closing Date, all of the outstanding Equity Interests of each Issuer Party are validly issued, fully paid and nonassessable and the Securities, when issued on the Closing Date, will be validly issued, fully paid and nonassessable. (b) There are no statutory or contractual equity holder holders’ preemptive rights or similar rights, rights of first refusal, rights of first offer or registration rights refusal with respect to the Interests. There are no agreements with respect to the voting or transfer issuance of the Interests to which the Company, Securities under this Agreement. No Issuer Party or Subsidiary of any Company Subsidiary or any Seller is a party. The Company Issuer Party has violated and will not violated violate any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement laws in connection with the offer, sale or issuance of any of its Equity Interests, and the offer, sale, and issuance of the Securities under this Agreement does not require registration under the Securities Act or allotment any applicable state securities laws. No Issuer Party or Subsidiary of any Interests. Except as provided on Section 3.4.2 of the Company Disclosure Schedule, the Company Issuer Party has no liability forpaid any “finders fees,” commissions, or obligation similar payments or fees to any Person in connection with, or with respect to, the payment sale or other issuance of dividendsany Equity Interests in any Issuer Party or Subsidiary of any Issuer Party, distributions unless such Person was a registered broker-dealer under applicable federal or similar participation interests, whether or not declared or accumulated, and there state securities laws. There are no restrictions agreements between or among the holders of Equity Interests of any kind which prevent Issuer Party or Subsidiary of any Issuer Party with respect to the payment voting, transfer or other control of the foregoing by the Company. No certificate Equity Interests of any Issuer Party or certificates have been issued representing Subsidiary of any of the Interests or any other equity interest in the CompanyIssuer Party.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 (a) The entire authorized and issued Equity Interests of the Company Disclosure Schedule sets forth as Buyer consists of the date hereof1,000 authorized shares of common stock, a complete list par value $0.01 per share, of the Interests, including a true, correct and complete list of the record holders of the Interests, listing for each Person: (i) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The Interests represent all which 1,000 shares are issued and outstanding equity interests and held beneficially and of the Companyrecord by SPI. All of the issued and outstanding Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately after the ClosingExcept as set forth in Schedule 4.2(a) attached hereto, Buyer shall own all of the has no outstanding Interests, free and clear of Shares or stock or securities convertible or exchangeable for any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the Interests, there are no issued, reserved for issuance or outstanding (a) membership interests, shares of capital stock of, or other equity or voting interests in, the Company, (b) securities of the Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company its Equity Interests or containing any profit participation features, nor any rights or options to subscribe for or to purchase its Equity Interests or any stock or securities convertible into or exchangeable for its Equity Interests or any stock appreciation rights or phantom stock plan. Except as set forth in Schedule 4.2(a) attached hereto, Buyer is not subject to any option or obligation (ccontingent or otherwise) options, to repurchase or otherwise acquire or retire any of its Equity Interests or any warrants, stock appreciation rights, phantom stock, calls, subscriptions options or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for value any its Equity Interests. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to the Interests. There are no agreements with respect to the voting or transfer of the Interests to which the Company, any Company Subsidiary or any Seller is a party. The Company Buyer has not violated any applicable foreign, federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement laws in connection with the offer, salesale or issuance of its Equity Interests. All of Buyer’s outstanding Equity Interests have been validly issued and are fully paid and nonassessable. There are no bonds, issuance debentures, notes or allotment other Indebtedness of Buyer outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Interestsmatters on which any shareholders of Buyer may vote. (b) The entire issued and outstanding Equity Interests of SPI (after giving effect to the transactions contemplated hereby) consists of the number of outstanding Class A Units set forth on Schedule 4.2(b). Schedule 4.2(b) attached hereto sets forth the name of the record holders of all outstanding Equity Interests of SPI and their ownerships of Equity Interests of SPI. Except as provided on Section 3.4.2 of the Company Disclosure Scheduleset forth in Schedule 4.2(a) attached hereto, the Company SPI has no liability for, outstanding ownership interests or obligation with respect to, the payment of dividends, distributions securities convertible or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. No certificate or certificates have been issued representing exchangeable for any of the its Equity Interests or containing any profit participation features, nor any rights or options to subscribe for or to purchase its Equity Interests or any stock or securities convertible into or exchangeable for its Equity Interests or any ownership appreciation rights or phantom ownership plan. Except as set forth in Schedule 4.2(b) attached hereto, SPI is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests or any warrants, options or other equity interest rights to acquire its Equity Interests. SPI has not violated any foreign, federal or state securities laws in connection with the Companyoffer, sale or issuance of the SPI Rollover Units.

Capitalization and Related Matters. 3.4.1 (a) Section 3.4.1 4.3(a) of the Company Disclosure Schedule Schedules sets forth as of the date hereofhereof (i) the number of authorized shares of each class of Seller Common Stock, a complete list (ii) the number of the Interestsissued and outstanding shares of each class of Seller Common Stock, including and (iii) a true, correct and complete list of the record holders of the Interestssuch shares of Seller Common Stock, listing for each Person: (iA) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; organization and (B) the number of shares of each class of Seller Common Stock owned by such Person. Section 4.3(a) of the Disclosure Schedules also sets forth as of the date hereof (i) the number of outstanding Seller Warrants, (ii) the percentage number of shares of Seller Common Stock subject to each such Seller Warrant, and the applicable exercise prices and (iii) a true, correct and complete list of the Company’s membership interests owned by record holders of such Seller Warrants, listing for each Person: his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization. 3.4.2 The Interests represent all issued and outstanding equity interests of the Company. (b) All of the issued and outstanding Interests shares of Seller Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Seller is the record and beneficial owner of the Equity, free and clear of all Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable federal and state securities Laws and such Equity constitutes all outstanding equity interests in the Company. Seller has all requisite power to sell, transfer, assign and deliver the Equity as provided herein and the Ancillary Documents to which Seller is a party, and at Closing, Seller shall transfer good and marketable title to the Equity to Buyer. Immediately after the Closing, Buyer shall own all of the outstanding InterestsEquity, free and clear of any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than Except for the InterestsEquity, the Seller Common Stock, Seller Options, Seller SARs or Seller Warrants, there are no issued, reserved for issuance or outstanding (ai) membership interests, shares of capital stock of, or other equity or voting interests in, Seller or the Company, ; (bii) securities of Seller or the Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, Seller or the Company or containing any profit participation features, ; or (ciii) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from Seller or the Company or other obligations of Seller or the Company to issue or allot, any membership interests, capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, Seller or the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of Seller or the Company to repurchase, redeem or otherwise acquire or retire for value any InterestsEquity, Seller Common Stock, Seller Options, Seller SARs or Seller Warrants. There are no statutory or contractual equity holder equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to the InterestsEquity, Seller Common Stock, Seller Options, Seller SARs or Seller Warrants. There are no agreements with respect to the voting or transfer of the Interests Equity, Seller Common Stock, Seller US-DOCS\131312541.20 Options, Seller SARs or Seller Warrants to which Seller, the Company or any of its Subsidiaries is a party or, to the knowledge of the Company, to which any Company Subsidiary or any Seller Holder is a party. The Neither Seller nor the Company has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any Interests. Except as provided on Section 3.4.2 of the Company Disclosure ScheduleEquity, Seller Common Stock, Seller Options, Seller SARs or Seller Warrants. Neither Seller nor the Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by Seller or the Company. (c) Except for the Seller Option Plan and the Seller SARs Plan, neither Seller nor the Company has adopted, sponsored or maintained any equity-based or stock option plan or any other plan or agreement providing for equity compensation to any Person. As of the date of this Agreement, (i) Seller has reserved 211,268 shares of Seller Class B Non-Voting Common Stock for issuance under the Seller Option Plan, of which 50,000 shares are issuable upon the exercise of currently outstanding, unexercised Seller Options; (ii) Seller has reserved no shares of Seller Common Stock for issuance under the Seller SARs Plan; and (iii) 75,768 shares of Seller Class B Non-Voting Common Stock remain available for future grant under the Seller Option Plan. Section 4.3(c) of the Disclosure Schedules sets forth for each Seller Option and Seller SAR outstanding as of the date of this Agreement, as applicable: (A) the name of the holder of such Seller Option or Seller SAR; (B) the domicile address of such holder; (C) the number of shares of Seller Common Stock issuable or cash payable upon the exercise of such Seller Option or Seller SAR; (D) the exercise price or strike price of such Seller Option or Seller SAR; (E) the date of grant of such Seller Option or Seller SAR; (F) the extent vested to date and whether the vesting of such Seller Option or Seller SAR is subject to acceleration as a result of the transactions contemplated by this Agreement or the Ancillary Documents or any other events; and (G) whether any Seller Option is a nonqualified stock option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. True, correct and complete copies of the Seller Option Plan, Seller SARs Plan and all forms of agreements and instruments relating to or issued under the Seller Option Plan and Seller SARs Plan (including any agreements and instruments that differ materially in substance from such forms) have been delivered to Buyer, and, except as indicated in the copies delivered to Buyer, such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof delivered to Buyer. As of the date of this Agreement, all holders of Seller Options and Seller SARs are (and as of the Closing Date are expected to be) current employees of the Company. No certificate or certificates have been issued representing any The Seller Option Plan, Seller SARs Plan and award agreements under the Seller Option Plan and Seller SARs Plan permit the treatment of the Interests or any other equity interest in the CompanySeller Options and Seller SARs as contemplated by this Agreement.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure (a) Schedule 3.2(a) sets forth as of the date hereof, a complete list of the Interests, including a true, correct and complete list of the record holders each Acquired Parent Entity, including each Acquired Parent Entity’s name, type of the entity, jurisdiction and date of formation, Membership Interests, listing for each Person: (i) hisauthorized membership capital, her or its name, the number and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The Interests represent all its issued and outstanding equity membership interests, and the current ownership of such membership interests. The Membership Interests of each Acquired Parent Entity constitute all of the authorized, issued and outstanding limited liability company interests of the Company. such Acquired Parent Entity. (b) All of the issued and outstanding Membership Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately after the Closing, the Buyer shall own all of the outstanding Membership Interests, free and clear of any Liens (other than Liens in favor of the lender as contemplated by the Debt Financing Terms) or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than Except for the Membership Interests, there are no issued, reserved for issuance or outstanding (ai) membership limited liability company interests or other equity or voting interests in, the Acquired Parent Entities; (ii) securities of the Acquired Parent Entities convertible into or exchangeable or exercisable for limited liability company interests, shares of capital stock of, or other equity or voting interests in, the Company, (b) securities of the Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company Acquired Parent Entities or containing any profit participation features, ; or (ciii) options, warrants, stock equity appreciation rights, phantom stockequity, calls, subscriptions or other rights to acquire from the Company Acquired Parent Entities or other obligations of the Company Acquired Parent Entities to issue or allot, any membership interests, capital stock limited liability company interests or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock limited liability company interests of, or other equity or voting interests in, the Company Acquired Parent Entities or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company Acquired Parent Entities to repurchase, redeem or otherwise acquire or retire for value any Membership Interests. There are no statutory or contractual equity holder equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to the Membership Interests. There are no agreements with respect to the voting or transfer of the Membership Interests to which the Company, any Company Subsidiary Acquired Parent Entities or any of their respective Subsidiaries are a party or to which the Seller is Parties are a party. The Company Acquired Parent Entities has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any of the Membership Interests. Except as provided on Section 3.4.2 of the Company Disclosure Schedule, the Company has The Acquired Parent Entities have no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. No certificate or certificates have been issued representing any of the Interests or any other equity interest in the CompanyAcquired Parent Entities.