Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) Capitalization. The registered capital amount of FTZ is USD$1,865,040, which equals 100% ownership percentage of FTZ. Except as set forth in the preceding sentence, no other class of capital stock or other security of FTZ is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the FTZ Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of FTZ, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or FTZ, no other class of capital stock or other security of FTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, CNOA will be vested with good and marketable title to the ownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of FTZ was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities or "blue sky" laws.

Capitalization and Related Matters. As of the Closing Date and immediately thereafter, the authorized capital stock of Parent is as set forth on the “Capitalization Schedule” attached hereto as Schedule 4.1(D). As of the Closing Date, the authorized capital stock or other equity interests of each of the Subsidiaries of Parent and the number and ownership of all outstanding capital stock or equity interests of each of the Loan Parties (aother than Parent) Capitalization. The registered capital amount of FTZ is USD$1,865,040, which equals 100% ownership percentage of FTZset forth on Schedule 4.1(D). Except as set forth in on the preceding sentence, no other class of capital stock or other security of FTZ is authorized, issued, reserved for issuance or outstanding. The ShareholdersSchedule 4.1(D), as of the Closing Date, are the lawful, record and beneficial owners none of the FTZ Ownership Stock set forth opposite each Seller's name on Schedule 1 attached heretoLoan Parties will have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock and none will have outstanding any rights or options to subscribe for or to purchase its capital stock (or other equity interests) or any stock or securities convertible into or exchangeable for its capital stock (or other equity interests). Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as As of the Closing Date, valid and marketable title to their respective ownership interest of FTZ, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all none of the Shares. Except as is issued Loan Parties will be subject to and held by the Shareholders any obligation (contingent or FTZ, no other class otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or other security equity interests. As of FTZthe Closing Date, as applicable, is authorized, all of the outstanding shares and capital stock or other equity interests of the Loan Parties will be validly issued, reserved for issuance or outstanding. At the Closing, CNOA will be vested with good and marketable title to the ownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding Loan Parties have violated any applicable federal or state securities Laws, in any material respect, in connection with the offer, sale or issuance of any of its capital stock or other securities equity interests, and the offer, sale and issuance of FTZ was issuedthe Notes hereunder, redeemed or repurchased in violation of the Second Priority Senior Secured Notes, do not require registration under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable state securities or "blue sky" laws.

Capitalization and Related Matters. As of the Additional Closing Date, after giving effect to the Transactions, the authorized capital stock of the Company will consist of 200,000 shares of Common Stock of which 17,581 shares of Common Stock are issued and outstanding and of which 88,967 shares of Common Stock of the Company have been reserved for issuance upon exercise of the Warrants, and 50,000 shares of Preferred Stock, 20,092 of which are issued and outstanding. As of the Additional Closing Date, after giving effect to the Transactions, the Company will not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock, other than the Warrants and Options. As of the Additional Closing Date, after giving effect to the Transactions, the Company will not be subject to any obligation (acontingent or otherwise) Capitalization. The registered to repurchase or otherwise acquire or retire any shares of its capital amount of FTZ is USD$1,865,040stock, which equals 100% ownership percentage of FTZ. Except except as set forth herein, in the preceding sentence, no other class of capital stock or other security of FTZ is authorized, issued, reserved for issuance or outstandingCharter and in the Stockholders Agreement. The Shareholders, as As of the Additional Closing Date, are after giving effect to the lawfulTransactions, record and beneficial owners of the FTZ Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of FTZ, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or FTZ, no other class of capital stock or other security of FTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, CNOA will be vested with good and marketable title to the ownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and Company’s capital stock will be validly issued and is issued, fully paid and nonassessable. None There are no statutory or contractual stockholders’ preemptive rights with respect to the issuance of the outstanding Warrants or Preferred Stock hereunder. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital or other securities of FTZ was issuedstock, redeemed or repurchased in violation and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. There are no agreements among the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock other securities or "blue sky" laws.than as contemplated herein and in the Stockholders Agreement. 30

Capitalization and Related Matters. (a) Capitalization. The registered As of the Closing Date and immediately thereafter, the authorized capital amount stock of FTZ is USD$1,865,040Parent and the shares of stock that are issued, which equals 100% ownership percentage outstanding and reserved for issuance upon exercise of FTZ. Except the Warrants are as set forth in on the preceding sentence, no other class of capital stock or other security of FTZ is authorized, issued, reserved for issuance or outstandingOrganizational Schedule. The Shareholders, as As of the Closing Date, are except as set forth on the lawfulOrganizational Schedule, record and beneficial owners the authorized capital stock of each of the FTZ Ownership Stock other Loan Parties and the number and ownership of all outstanding capital stock of each of the other Loan Parties is as set forth opposite each Seller's name on Schedule 1 attached heretothe Organizational Schedule. Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as As of the Closing Date, valid none of the Loan Parties will have outstanding any capital stock or securities convertible or exchangeable for any shares of its capital stock except as set forth on the Organizational Schedule and marketable title none will have outstanding any rights or options to their respective ownership interest subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock except as set forth on the Organizational Schedule. As of FTZthe Closing Date, free none of the Loan Parties will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except as set forth herein, in the Charter Documents and clear as set forth on the Organizational Schedule, respectively, as in effect on the date hereof. As of all Liens (includingthe Closing, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or FTZ, no other class of capital stock or other security of FTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, CNOA will be vested with good and marketable title to the ownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and each Loan Party’s capital stock will be validly issued and is issued, fully paid and nonassessable. None There are no statutory or, except as set forth on the Organizational Schedule, contractual stockholders’ preemptive rights with respect to the issuance of the outstanding Warrants hereunder. Assuming the truthfulness of the representations made by Purchaser herein, none of the Loan Parties has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital or other securities of FTZ was issuedstock, redeemed or repurchased in violation and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. To the best knowledge of Parent, there are no agreements among Parent’s stockholders with respect to the voting or transfer of Parent’s capital stock other securities or "blue sky" lawsthan as contemplated in the Purchase Documents and the Investment Documents.

Capitalization and Related Matters. (a) Capitalization. The registered capital amount As of FTZ is USD$1,865,040the Closing Date and immediately thereafter, which equals 100% ownership percentage of FTZ. Except as set forth in the preceding sentence, no other class of authorized capital stock or other security of FTZ is authorized, issued, Parent will consist of 20,000,000 shares of Common Stock of Parent of which 8,971,922 shares of Common Stock of Parent are issued and outstanding and of which 807,326 shares of Common Stock of Parent have been reserved for issuance or outstandingupon exercise of the Warrants. The Shareholders, as As of the Closing Date, are the lawful, record and beneficial owners authorized capital stock of each of the FTZ Ownership Stock other Middleby Companies and the number and ownership of all outstanding capital stock of each of the other Middleby Companies is as set forth opposite each Seller's name on Schedule 1 attached heretothe Organizational Schedule. Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as As of the Closing Date, valid none of the Middleby Companies will have outstanding any capital stock or securities convertible or exchangeable for any shares of its capital stock other than the Warrants and marketable title none will have outstanding any rights or options to their respective ownership interest subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock, other than the Warrants and options to purchase 363,624 shares of FTZCommon Stock. As of the Closing Date, free none of the Middleby Companies will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except as set forth herein and clear the Charter Documents, respectively, as in effect on the date hereof. As of all Liens (includingthe Closing, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or FTZ, no other class of capital stock or other security of FTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, CNOA will be vested with good and marketable title to the ownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and each Middleby Company’s capital stock will be validly issued and is issued, fully paid and nonassessable. There are no statutory or contractual stockholders’ preemptive rights with respect to the issuance of the Warrants hereunder. None of the outstanding Middleby Companies has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital or other securities of FTZ was issuedstock, redeemed or repurchased in violation and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. There are no agreements among Parent’s stockholders with respect to the voting or transfer of Parent’s capital stock other securities or "blue sky" lawsthan as contemplated herein.

Capitalization and Related Matters. (a) CapitalizationThe entire authorized and issued Equity Interests of the Company consists of 10,000 authorized shares of common stock, no par value per share, of which 1,000 shares are issued and outstanding. The registered capital amount Schedule 3.2 attached hereto sets forth name of FTZ is USD$1,865,040, which equals 100% ownership percentage the record holders of FTZall outstanding Equity Interests of the Company. Except as set forth in Schedule 3.2 attached hereto, the preceding sentence, Company has no other class of capital outstanding Shares or stock or other security securities convertible or exchangeable for any shares of FTZ is authorizedits Equity Interests or containing any profit participation features, issued, reserved nor any rights or options to subscribe for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the FTZ Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of FTZ, free and clear of all Liens (including, without limitation, purchase its Equity Interests or any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Sharesstock 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 3.2 attached hereto, the Company is issued not subject to and held by the Shareholders any option or FTZobligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests or any warrants, no other class of capital stock options or other security rights to acquire its Equity Interests. The Company has not violated any foreign, federal or state securities laws in connection with the offer, sale or issuance of FTZ, as applicable, is authorized, issued, reserved for issuance or outstandingits Equity Interests. At the Closing, CNOA will be vested with good and marketable title to the ownership All of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and Company’s outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has Equity Interests have been duly authorized and validly issued and is are fully paid and nonassessable. None There are no bonds, debentures, notes or other Indebtedness of the Company outstanding capital having the right to vote (or other convertible into, or exchangeable for, securities of FTZ was issued, redeemed or repurchased in violation having the right to vote) on any matters on which any shareholders of the Securities Act Company may vote. All outstanding Indebtedness (including amounts outstanding and prepayment, termination and similar penalties) of 1933, as amended (the "Securities Act"), or any other securities or "blue sky" lawsCompany and its Subsidiaries is identified on Schedule 3.2 attached hereto.

Capitalization and Related Matters. (a) Capitalization. The registered As of the Closing Date and immediately thereafter, the authorized capital amount stock of FTZ is USD$1,865,040Parent and the shares of stock that are issued , which equals 100% ownership percentage outstanding and reserved for issuance upon exercise of FTZ. Except the Warrants are as set forth in on the preceding sentence, no other class of capital stock or other security of FTZ is authorized, issued, reserved for issuance or outstandingOrganizational Schedule. The Shareholders, as As of the Closing Date, are except as set forth on the lawfulOrganizational Schedule, record and beneficial owners the authorized capital stock of each of the FTZ Ownership Stock other Loan Parties and the number and ownership of all outstanding capital stock of each of the other Loan Parties is as set forth opposite each Seller's name on Schedule 1 attached heretothe Organizational Schedule. Peng Huang, Xinbo Huang, and Xxxxxxx Xxoux, xx xx xxe Closing Date, are the lawful, record and beneficial owners of the total ownership interest of FTZ. The Shareholders have, as of the date hereof and as As of the Closing Date, valid none of the Loan Parties will have outstanding any capital stock or securities convertible or exchangeable for any shares of its capital stock except as set forth on the Organizational Schedule and marketable title none will have outstanding any rights or options to their respective ownership interest subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock except as set forth on the Organizational Schedule. As of FTZthe Closing Date, free none of the Loan Parties will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except as set forth herein, in the Charter Documents and clear as set forth on the Organizational Schedule, respectively, as in effect on the date hereof. As of all Liens (includingthe Closing, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or FTZ, no other class of capital stock or other security of FTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, CNOA will be vested with good and marketable title to the ownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and each Loan Party's capital stock will be validly issued and is issued, fully paid and nonassessable. None There are no statutory or, except as set forth on the Organizational Schedule, contractual stockholders' preemptive rights with respect to the issuance of the outstanding Warrants hereunder. Assuming the truthfulness of the representations made by Purchaser herein, none of the Loan Parties has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital or other securities of FTZ was issuedstock, redeemed or repurchased in violation and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. To the best knowledge of Parent, there are no agreements among Parent's stockholders with respect to the voting or transfer of Parent's capital stock other securities or "blue sky" lawsthan as contemplated in the Purchase Documents and the Investment Documents.