Common use of Capitalization and Subsidiaries Clause in Contracts

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock of the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreements.

Capitalization and Subsidiaries. On the Closing DateSchedule 3.4 sets forth a true, the authorized capital stock of the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate correct list of all of the Borrower's Subsidiaries as of the Closing Date, showing as both before and after giving effect to the transactions contemplated hereby, of the name of the Company and each of its Subsidiaries and indicates (i) the ownership of such date entity (as to by each holder and type and percentage of interest), (ii) the type of entity of each of them, and (iii) the number and class of authorized and issued capital stock or other ownership interest of such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in on Schedule 4.01(e)3.4, there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests as of the Borrower or Closing Date, neither the Company nor any of its Subsidiaries has any equity investments in any other corporation or entity. All of the issued and outstanding shares of capital stock or other agreements ownership interests of each Acquired Company: (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and United States federal securities laws and (iii) were not issued in violation of any character whatsoever relating preemptive rights or rights of first refusal or similar rights. Except as set forth on Schedule 3.4, no preemptive rights or rights of first refusal or similar rights exist with respect to any shares of capital stock or partnership interests other ownership interest of any Acquired Company and no such rights arise by virtue of or in connection with the transactions contemplated hereby; there are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require any Acquired Company to issue or sell any shares of its capital stock or other ownership interest (or securities convertible into or exchangeable for shares of its capital stock or other ownership interest); there are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to any Acquired Company; there are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock or other ownership interest of the Borrower any Acquired Company; and each no Acquired Company is obligated to redeem or otherwise acquire any of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all outstanding shares of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and or other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreementsownership interest.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) 622,000 shares of Common Stock of the Borrower will consist of: 20,000,000 shares of Class A Common StockCompany, par value $.001 0.0001 per share; 20,000,000 shares of Class B share (the “Company Common Stock, par value $.001 per share; ”) are owned beneficially and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete record by Orgenesis Parent and accurate list of Orgenesis Parent has good and indefeasible title to all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case Company Common Stock free and clear of all liensLiens. Upon the Closing, security interests (i) the Company Preferred Stock shall be owned beneficially and other charges or encumbrances other than of record by Investor, (ii) the liens Company Common Stock and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e)Company Preferred Stock (collectively, there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests the “Company Securities”) shall represent one hundred percent (100%) of the Borrower or any of its Subsidiaries outstanding equity or other agreements of any character whatsoever relating to any shares of capital stock or partnership ownership interests of in the Borrower or any such Subsidiaries; Company, and (iii) all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has Company Securities shall have been duly authorized, validly issued issued, fully paid, and is fully paid and shall be non-assessable; all assessable and shall have been issued without violation of any preemptive right or other right to purchase. There are no outstanding securities convertible or exchangeable into equity or other ownership interests of the partnership Company, and other than as set forth in the Stockholders’ Agreement, there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to the Company. Other than as set forth in the Stockholders’ Agreement, there are no voting trusts, proxies or other Contracts with respect to the voting of the equity or other ownership interests of each Subsidiary that is a partnership have been validly issued pursuant the Company. Upon the Closing, the Company Preferred Stock will be delivered to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Investor free and clear of all liensLiens, security interests and other charges or encumbrances other than Investor will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsCompany Preferred Stock.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock Section 3.03 of the Borrower will consist of: 20,000,000 shares Disclosure Schedules sets forth the issued and outstanding limited liability company interests of Class A Common Stock, par value $.001 per share; 20,000,000 shares each Purchased Entity. Each of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) the Purchased Entities is a complete limited liability company duly formed, validly existing and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned in good standing and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All under the laws of the general State where its Property is located and limited partnership interests of each Subsidiary that where it is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreementsformed. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all The Company holds 100% of the issued and outstanding capital stock limited liability company membership interests (and beneficial interests) in each of the Borrower Purchased Entities. There are no membership interests in any of the Purchased Entities other than the Purchased Interests, and there has been no amendment or other modification to the limited liability company agreement for each of its Subsidiaries that is a corporation the Purchase Entities in effect as of the date of this Agreement which has not been disclosed to Purchaser, nor has there been any revocation or termination of same. The Purchased Interests are duly authorized, validly issued and is issued, fully paid and non-assessable; all assessable and were issued free of preemptive (or similar rights), and the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, Purchased Interests are owned by the BorrowerCompany, in each case free and clear of all liensany options, security interests right of first refusal, right of first offer, limitations on the Company’s voting, distribution, dividend or transfer rights, charges, claims, liabilities and other charges Liens of any nature whatsoever, other than customary special purpose entity covenants contained in any Purchased Entity’s Organizational Documents or encumbrances other Liens that will be released prior to the Respective Closing. No Purchased Entity owns any equity securities of any entity or has any equity or other ownership interest in any Person. There are no (i) securities convertible into or exchangeable for the equity interests or other securities of any Purchased Entity; (ii) options, warrants or other rights to purchase or subscribe to equity interests or other securities of any Purchased Entity or securities which are convertible into or exchangeable for equity interests or other securities of any Purchased Entity; or (iii) equity equivalents, interests in the ownership of, or similar rights in the Purchased Entities. There are no outstanding contractual obligations of any Purchased Entity or otherwise to repurchase, sell, redeem, exchange or otherwise acquire any interests in a Purchased Entity. None of the Company or any Purchased Entity is a party to any members’ agreement (or the equivalent), voting trust agreement or registration rights agreement relating to any interests in a Purchased Entity or any other Contract relating to disposition, voting or distributions with respect to any interests in a Purchased Entity. Except for Inland Diversified Deer Park Deerwood Xxxx GP, L.L.C. and Inland Diversified Deer Park Deerwood Xxxx LP, L.L.C, immediately prior to Closing, the Purchased Entities and the Deerwood Limited Partnership, in the aggregate, shall own no assets other than the Liens created by Properties, together with all improvements located thereon and appurtenances thereunto belonging and the Pledge Agreements Purchased Entity Permits associated therewith. At no time since the Seller Parties’ acquisition of the Purchased Entities or the Deerwood Limited Partnership, did any of the Purchased Entities own any assets other than the Properties, together with all improvements located thereon and Security Agreementsappurtenances thereunto belonging and the Purchased Entity Permits associated therewith. Inland Diversified Deer Park Deerwood Xxxx GP, L.L.C. and Inland Diversified Deer Park Deerwood Xxxx LP, L.L.C shall own no assets other than the general partnership interests and limited partnership interests, as applicable, in the Deerwood Limited Partnership.

Capitalization and Subsidiaries. On Schedule 3.3 sets forth (i) the number of authorized shares of capital stock or other equity or ownership interests of each Acquired Company and each Subsidiary of an Acquired Company and (ii) the number of issued and outstanding shares of capital stock or other equity or ownership interests of each Acquired Company and each Subsidiary of an Acquired Company, the record and beneficial owners thereof and the number of shares held in treasury or local equivalent of each Acquired Company and of each Subsidiary of each Acquired Company, in each case as of the date of this Agreement. Schedule 3.3 further sets forth the number of issued and outstanding shares of capital stock or other equity or ownership interests of each Acquired Company and each Subsidiary of an Acquired Company, the record and beneficial owners thereof and the number of shares held in treasury or local equivalent of each Acquired Company and of each Subsidiary of each Acquired Company, in each case as of the Closing. The Sellers are, and on the Closing DateDate will be, the authorized sole record holders of all issued shares of capital stock or other equity or ownership interests in the Acquired Companies, free and clear of all Liens, in the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerespective amounts set forth in Schedule 3.3. Set Other than as set forth on Schedule 4.01(a) is a complete 3.3, no Acquired Company has any equity securities or securities containing any equity features authorized, issued or outstanding, and accurate list there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of all any of the Borrower's Subsidiaries as of foregoing by an Acquired Company or which obligate any Acquired Company to grant, extend, accelerate the Closing Datevesting of, showing as of change the price of, otherwise modify or amend or enter into any such date (as to each such Subsidiary) the jurisdiction of its incorporationoption, warrant or other right or arrangement. Schedule 3.3 sets forth the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership or other equity or ownership interests of each Subsidiary that is a partnership are owned, legally Acquired Company and beneficially, by the Borrower or a wholly owned each Subsidiary of an Acquired Company that are subject to such options, warrants or other rights or arrangements, the Borrowerholders thereof, the exercise price therefor and the vesting terms thereof. Upon the consummation of the Closing, no current or former holder of options, warrants or other rights or arrangements will have any rights (either current or future) against any Acquired Company or any Subsidiary of an Acquired Company in each case free and clear respect of all lienssuch securities, security interests and other charges or encumbrances other than to receive the liens and security interests under applicable portion of the Security AgreementsPurchase Price, if any, as expressly set forth in this Agreement. Except as set forth in on Schedule 4.01(e)3.3, there are no outstanding options(a) securities convertible or exchangeable into capital stock of an Acquired Company or (b) stock appreciation, warrantsphantom stock, rights of conversion or purchase, profit participation or similar rights with respect to an Acquired Company. Other than the Subsidiaries of the US Holdco and Japan Holdco as set forth on Schedule 3.3, no Acquired Company owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person. Schedule 3.3 sets forth all of the outstanding equity interests owned by an Acquired Company or a Subsidiary of an Acquired Company and no Subsidiary of any Acquired Company has any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by any such Subsidiaries. There are no (a) securities convertible or exchangeable into capital stock of any Subsidiary of an Acquired Company or partnership interests (b) stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary of an Acquired Company. All of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership other equity or ownership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower each Acquired Company and each Subsidiary of its Subsidiaries that is a corporation has been an Acquired Company are duly authorized, validly issued, fully paid, nonassessable, not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right and have been issued in compliance with all applicable Legal Requirements. Each Seller (including each Seller who is a holder of US Options, Japan Options or warrants to purchase Shares (“Warrants”)) is bound by the Stockholders Agreement (a true and correct copy (as of the date of this Agreement) of which has been delivered to the Buyers) and the Stockholders Agreement is a valid and binding agreement of the Acquired Companies, and to the Acquired Companies Knowledge, each other party thereto and is fully paid in full force and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreementseffect.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerecord by the Sellers. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner The Company Securities represent 100% of the outstanding shares of each such class owned and stock or other ownership interests in the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationCompany. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership interests non-assessable and have been issued without violation of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower any preemptive right or a wholly owned Subsidiary other right to purchase. Section 3.3(a) of the BorrowerDisclosure Schedule lists the Company’s authorized stock and the record and beneficial owner of such stock, in and each case such owner has good and indefeasible title to all of the stock listed next to such holder’s name on Schedule 1.1 free and clear of all liensLiens. There are no other stock or other ownership interests in the Company or outstanding securities convertible or exchangeable into stock or other ownership interests of the Company, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital the Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock or partnership other ownership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company. Upon the Closing, the Company Securities will be delivered to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Buyer free and clear of all liens, security interests and other charges or encumbrances Liens (other than any Liens which may result from any actions taken by Buyer), and Buyer will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsCompany Securities.

Capitalization and Subsidiaries. On the Closing Effective Date, the authorized capital stock of the Borrower will consist of: 20,000,000 40,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's ’s Subsidiaries as of the Closing Effective Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreements.

Capitalization and Subsidiaries. On (a) All of the Closing DateCompany Securities are owned beneficially and of record by the Equityholders, free and clear of all Liens created by the Company. The Company Securities represent one hundred percent (100%) of the outstanding ownership interests in the Company. All of the Company Securities have been duly authorized, are validly issued, fully paid, and non-assessable and have been offered, issued and transferred without violation of any preemptive right or other right to purchase and were issued and/or transferred in compliance with all applicable Laws, the authorized capital stock Governing Documents of the Borrower will consist of: 20,000,000 Company and the Contracts to which the Company is a party or otherwise bound. Schedule 5.2(a)(i) lists the Company’s authorized stock and the record and beneficial owner of such stock, including all shares of Class A Common StockStock reserved for issuance under the Company Equity Plan and subject to outstanding Options, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete each such owner has good and accurate list of indefeasible title to all of the Borrower's Subsidiaries stock listed next to such holder’s name free and clear of all Liens created by the Company. Schedule 5.2(a)(ii) contains a true and complete list, as of the Closing Datedate hereof, showing as of the name of each holder of Options, the Exercise Price of such date (as to Options, the number of Options outstanding at each such Subsidiary) the jurisdiction of its incorporationprice, the number of shares of Common Stock subject to each class Option, and whether the Option is intended to qualify as an “incentive stock option” for Tax purposes. Except as set forth on Schedules 5.2(a)(i) and (ii), there are no other equity or other ownership interests in the Company or outstanding securities convertible or exchangeable into ownership interests of capital stock authorizedthe Company, including any other options, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal, right of first offer, anti-dilution protections, obligations, commitments, plans or other Contracts or similar rights that could require the number of shares of each class of capital stock Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem (or establish a sinking fund with respect to redemption) ownership interests in the Company or require the Company to make any payments based on the date hereof, the direct owner price or value of any securities or instruments set forth on Schedules 5.2(a)(i) and (ii) or dividends paid thereon. No holder of Indebtedness of the outstanding shares of each Company has any right to vote or to convert or exchange such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All Indebtedness for ownership interests of the general and limited partnership interests of each Subsidiary that is a partnership Company. There are ownedno outstanding or authorized equity appreciation, legally and beneficiallycontingent value, by phantom equity, profit participation, or similar rights with respect to the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsCompany. Except as set forth in Schedule 4.01(e5.2(a)(iii), there are no outstanding optionsvoting trusts, warrants, rights of conversion or purchaseproxies, or similar rights other Contracts with respect to acquire capital stock or partnership the voting of the ownership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company to any shares of capital stock or partnership interests which the Company is a party. Upon consummation of the Borrower or any such Subsidiaries; all transactions contemplated hereby, Purchaser will be the sole owner, beneficially and of record, of 100% of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorizedCompany, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the any Liens created by the Pledge Agreements Company. The number of Fully-Diluted Shares is equal to 18,979,575 shares of Common Stock on an as-converted basis subject to forfeiture of any Unvested Options prior to the Effective Time, and Security Agreementsexcluding any shares of Common Stock issuable upon the conversion or deemed conversion of any of the Company SAFEs.

Capitalization and Subsidiaries. On (a) Schedule 2.3 accurately sets forth the Closing Datetotal authorized, issued and outstanding equity interests of each APN Entity and the authorized capital stock of the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; name and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of equity interests held by each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationequityholder thereof. All of the general issued and limited partnership outstanding equity interests of each Subsidiary that is a partnership are ownedAPN Entity have been duly authorized, legally validly issued, fully paid and beneficially(to the extent applicable) nonassessable, by the Borrower or a wholly owned Subsidiary and such equity interests have been issued in accordance with applicable state and federal securities Laws. The equityholders set forth on Schedule 2.3 hold of record and own all of the Borrower, in equity interests of each case APN Entity free and clear of all liens, security interests Liens and any other charges or encumbrances restrictions on transfer (other than (w) any restrictions or Liens that will terminate or cease to exist in connection with the liens and security interests Closing, (x) any restrictions or Liens arising under the Security AgreementsSecurities Act or state securities Laws, (y) any restrictions or Liens arising under the organizational documents of such APN Entity and (z) Permitted Liens). None of the issued and outstanding equity interests of any APN Entity (1) were issued in violation of any preemptive rights of any equityholder or (2) are subject to any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DLLCA, the organizational documents of the applicable APN Entity or any Contract to which such APN Entity is a party or otherwise bound. Except as set forth in this Agreement or on Schedule 4.01(e)2.3, there are no outstanding or authorized options, warrants, rights of conversion or purchaserights, or similar contracts, pledges, calls, puts, rights to acquire capital stock subscribe, conversion rights or partnership interests other agreements or commitments to which any APN Entity is a party or which is binding upon any APN Entity providing for the issuance, disposition, conversion, exchange or acquisition of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower equity or any such Subsidiaries; all rights or interests exercisable therefor. Except for the SAR Phantom Stock Plan and the awards made thereunder, there are no outstanding or authorized equity appreciation rights, rights of the first offer, performance equity interest, phantom stock, profits interest or similar rights, agreements or obligations (contingent or otherwise) issued and outstanding capital stock of the Borrower and each of its Subsidiaries that by any APN Entity or to which any APN Entity is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreementsbound.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock Section 3.03 of the Borrower will consist of: 20,000,000 shares Disclosure Schedules sets forth the issued and outstanding limited liability company interests of Class A Common Stock, par value $.001 per share; 20,000,000 shares each Purchased Entity. Each of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) the Purchased Entities is a complete limited liability company duly formed, validly existing and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned in good standing and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All under the laws of the general State where its Property is located and limited partnership interests of each Subsidiary that where it is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreementsformed. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all The Seller holds 100% of the issued and outstanding capital stock limited liability company membership interests (and beneficial interests) in each of the Borrower Purchased Entities. There are no membership interests in any of the Purchased Entities other than the Purchased Interests, and there has been no amendment or other modification to the limited liability company agreement for each of its Subsidiaries that is a corporation the Purchase Entities in effect as of the date of this Agreement which has not been disclosed to Purchaser, nor has there been any revocation or termination of same. The Purchased Interests are duly authorized, validly issued and is issued, fully paid and non-assessable; all assessable and were issued free of preemptive (or similar rights), and the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, Purchased Interests are owned by the Borrower, in each case Seller free and clear of all liensany options, security interests right of first refusal, right of first offer, limitations on the Seller’s voting, distribution, dividend or transfer rights, charges, claims, liabilities and other charges Liens of any nature whatsoever, other than customary special purpose entity covenants contained in any Purchased Entity’s Organizational Documents or encumbrances other Liens that will be released prior to Closing. No Purchased Entity owns any equity securities of any entity or has any equity or other ownership interest in any Person. There are no (i) securities convertible into or exchangeable for the equity interests or other securities of any Purchased Entity; (ii) options, warrants or other rights to purchase or subscribe to equity interests or other securities of any Purchased Entity or securities which are convertible into or exchangeable for equity interests or other securities of any Purchased Entity; or (iii) equity equivalents, interests in the ownership of, or similar rights in the Purchased Entities. There are no outstanding contractual obligations of any Purchased Entity or otherwise to repurchase, sell, redeem, exchange or otherwise acquire any interests in a Purchased Entity. None of the Seller or any Purchased Entity is a party to any members’ agreement (or the equivalent), voting trust agreement or registration rights agreement relating to any interests in a Purchased Entity or any other Contract relating to disposition, voting or distributions with respect to any interests in a Purchased Entity. Immediately prior to Closing, the Purchased Entities, in the aggregate, shall own no assets other than the Liens created by Properties, together with all improvements located thereon and appurtenances thereunto belonging and the Pledge Agreements Purchased Entity Permits associated therewith. At no time since the Seller’s acquisition of the Purchased Entities, did any of the Purchased Entities own any assets other than the Properties, together with all improvements located thereon and Security Agreementsappurtenances thereunto belonging and the Purchased Entity Permits associated therewith.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerecord by Sellers. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner The Company Securities represent 100% of the outstanding shares of each such class owned and membership interests or other ownership or equity interests in the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationCompany. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership interests non-assessable and have been issued without violation of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower any preemptive right or a wholly owned Subsidiary other right to purchase. Section 3.3(a) of the BorrowerDisclosure Schedule lists the Company’s authorized membership interests and the record and beneficial owner of such membership interests, in and each case such owner has good and indefeasible title to all of the membership interests listed next to such holder’s name on Schedule 1.1 free and clear of all liensLiens. There are no other membership interests or other ownership or equity interests in the Company or outstanding securities convertible or exchangeable into membership interests or other ownership or equity interests of the Company, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem membership interests or other ownership or equity interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital the Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock or partnership other ownership or equity interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company. Upon the Closing, the Company Securities will be delivered to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Buyer free and clear of all liens, security interests and other charges or encumbrances Liens (other than any Liens which may result from any actions taken by Buyer), and Buyer will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsCompany Securities.

Capitalization and Subsidiaries. On the Closing Date, the ------------------------------- authorized capital stock of the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreements.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerecord by the Seller Parties. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner The Company Securities represent 100% of the outstanding shares of each such class owned and stock or other ownership interests in the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationCompany. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership interests non-assessable and have been issued without violation of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower any preemptive right or a wholly owned Subsidiary other right to purchase. Section 3.3(a) of the BorrowerDisclosure Schedule lists the Company’s authorized stock and the record and beneficial owner of such stock, in and each case such owner has good and indefeasible title to all of the stock listed next to such holder’s name on Schedule 1.1 free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsLiens. Except as set forth in Schedule 4.01(e)on Section 3.3(a) of the Disclosure Schedule, there are no other stock or other ownership interests in the Company or outstanding securities convertible or exchangeable into stock or other ownership interests of the Company, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital the Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock or partnership other ownership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company. Upon the Closing, the Seller Securities will be delivered to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Buyer free and clear of all liens, security interests and other charges or encumbrances Liens (other than any Liens which may result from any actions taken by Buyer), and Buyer will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsSeller Securities.

Capitalization and Subsidiaries. On Exhibit B sets forth the Closing Date, the authorized capital stock of the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; issued and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares outstanding Interests of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsPurchased Entity. Except as set forth in on Schedule 4.01(e)3.4, there the Purchased Interests are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is issued, fully paid and non-assessable; all assessable and were issued free of preemptive (or similar rights), and the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, Purchased Interests are owned by the Borrower, in each case Seller Parties free and clear of all liensany options, security interests right of first refusal, right of first offer, limitations on the Seller Parties’ voting, distribution, dividend or transfer rights, charges and other charges encumbrances or encumbrances Liens of any nature whatsoever, other than (a) restrictions on transfer in the Liens created by Securitized Debt Indenture relating solely to the Pledge Agreements Deferred Assets and Security Agreements(b) customary special purpose entity covenants contained in a Purchased Entity’s Organizational Documents. No Purchased Entity owns any equity securities of any entity or has any equity or other ownership interest in any entity, business or Person. The Purchased Entities have made available to Purchaser true, correct and complete copies of the Organizational Documents of the Purchased Entities. There are no (i) securities convertible into or exchangeable for the equity interests or other securities of any Purchased Entity; (ii) options, warrants or other rights to purchase or subscribe to equity interests or other securities of any Purchased Entity or securities which are convertible into or exchangeable for equity interests or other securities of any Purchased Entity; or (iii) equity equivalents, interests in the ownership of, or similar rights in the Purchased Entities. There are no outstanding contractual obligations of any Purchased Entity to repurchase, redeem, exchange or otherwise acquire any Interests in a Purchased Entity. None of any Seller Party or any Purchased Entity is a party to any members’ agreement (or the equivalent), voting trust agreement or registration rights agreement relating to any Interests in a Purchased Entity or any other Contract relating to disposition, voting or distributions with respect to any Interests in a Purchased Entity.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock of the Borrower will consist of: 20,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-non- assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreements.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a)All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stockrecord by Seller, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner which represent 100% of the outstanding shares capital stock or other ownership interests in the Company. The Purchased Securities represent 81% of each such class owned and the jurisdictions outstanding capital stock or other ownership interests in which such Subsidiary is qualified to do business as a foreign corporationthe Company. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership non-assessable and have been issued without violation of any preemptive right or other right to purchase. There are no other ownership interests in the Company or outstanding securities convertible or exchangeable into any ownership interests of the Company, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other Contracts with respect to the voting of any ownership interests of the Company. Upon consummation of the transactions contemplated hereby, Buyer will be the sole owner, beneficially and of record, of 81% of the Company Securities, free and clear of any Liens. (b)All of the Subsidiaries, direct and indirect, of the Company are listed in Section 3.3(b) of the Disclosure Schedule. Section 3.3(b) of the Disclosure Schedule lists the entire authorized stock or other ownership interests of each such Subsidiary that is a partnership and the record and beneficial owner of such stock or other ownership interests, all of which have been duly authorized, are ownedvalidly issued, legally fully paid and beneficiallynon-assessable and have been issued without violation of any preemptive right or other right to purchase. The Company owns, by the Borrower directly or a wholly owned Subsidiary indirectly, all of the Borrower, stock or other ownership interests of the Subsidiaries required to be listed in each case Section 3.3(b) of the Disclosure Schedule free and clear of all liensLiens. There are no other stock or other ownership interests in any Subsidiary required to be listed on Section 3.3(b) of the Disclosure Schedule or outstanding securities convertible or exchangeable into stock or other ownership interests of any such Subsidiary, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require any such Subsidiary to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock or other ownership interests in Exhibit 2.1 any such Subsidiary. There are no outstanding or authorized equity appreciation, phantom appreciation, profit participation, or similar rights with respect to acquire capital any Subsidiary required to be listed on Section 3.3(b) of the Disclosure Schedule. There are no voting trusts, proxies, or other Contracts with respect to the voting of the stock or partnership other ownership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreements.Subsidiary. 3.4

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) All of the Borrower will consist of: 20,000,000 shares Equity Interests of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set the Company are as set forth on Schedule 4.01(aSection 3.2(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationSellers’ Disclosure Schedule. All of the general Interests are owned of record and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, beneficially by the Borrower or a wholly owned Subsidiary of the Borrower, in each case Sellers free and clear of all liensEncumbrances, security interests except for those Encumbrances under federal and/or state securities laws and other charges the Organizational Documents of the Company. Each Equity Interest of the Company is duly authorized and validly issued and has not been issued in violation of any preemptive rights, rights of first refusal or encumbrances other than the liens and security interests under the Security Agreementsfirst offer, or similar rights. Except as set forth in Schedule 4.01(e)Section 3.2(a) of the Sellers’ Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of conversion any type relating to the issuance, sale or purchasetransfer of any Equity Interests of the Company, nor are there outstanding any Equity Interests which are convertible into or exchangeable for any Equity Interests of the Company. Except as set forth in Section 3.2(a) of the Sellers’ Disclosure Schedule, there are no voting trusts, equityholders agreements, proxies or other agreements or undertakings with respect to the voting, sale or other disposition of any of the Equity Interests of the Company. There are no outstanding or authorized membership unit appreciation, phantom membership unit, profit participation, profits interest, incentive unit or similar rights with respect to acquire capital stock the Company. The Company has no obligation of any kind to issue any additional securities or partnership interests to pay for Equity Interests of the Borrower Company or any of its Subsidiaries predecessor thereof. The Company has not agreed to register any Equity Interests under the Securities Act, or under any state securities Law or granted registration rights to any Person. The Company does not control, own, or have any right to acquire, and has not controlled or owned, directly or indirectly, any Equity Interest or other agreements ownership interest in any Person or any other securities or investments of any character whatsoever relating to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security Agreementstype.

Capitalization and Subsidiaries. On the Closing Effective Date, the authorized capital stock of the Borrower will consist of: 20,000,000 of 40,000,000 shares of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's ’s Subsidiaries as of the Closing Effective Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporationincorporation or organization, as to each Subsidiary that is a corporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and general, limited partnership or membership interests of each Subsidiary that is a partnership or limited liability company are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsAgreement. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, rights of conversion or purchase, or similar rights to acquire capital stock or partnership interests or membership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests or membership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests or membership interests of each Subsidiary that is a partnership or limited liability company have been validly issued pursuant to the terms of the applicable partnership or operating agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security AgreementsAgreement.

Capitalization and Subsidiaries. On the Closing Date, the (a) The authorized capital stock of the Borrower will consist Company consists of: 20,000,000 (x) 25,000 shares of Class A common stock, no par value per share (the “Common Stock”), 4,798.95 of which are issued and outstanding; and (y) 10,000 shares of preferred stock, no par value $.001 per share; 20,000,000 share (the “Preferred Stock”), none of which are issued or outstanding. The Common Stock and the Preferred Stock comprise the only classes of the Company’s capital stock that are presently authorized, and the Shares are the only shares of Class B Common Stockthe Company’s capital stock that are issued and outstanding. All Shares are validly authorized and issued, par value $.001 per share; fully paid, non-assessable and 20,000,000 shares were issued free and clear, and not in violation, of Class C Common Stockany preemptive rights, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete and accurate list of all subscription rights or any other right to purchase, applicable Law or the Organizational Documents of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsCompany. Except as set forth in the first sentence of this Section 2.2(a) and as may be set forth on Schedule 4.01(e2.2(a), there are no outstanding options, warrants, rights (i) shares of conversion or purchasecapital stock of, or similar rights to acquire other voting or equity interests in the Company, (ii) securities convertible into or exercisable or exchangeable for any shares of the Company’s capital stock or partnership interests other securities, (iii) options, calls, warrants or other rights, agreements, commitments or understandings of any kind to purchase, acquire or subscribe to capital stock or other securities of the Borrower Company or any of its Subsidiaries securities which are convertible into, exercisable or exchangeable for capital stock or other agreements securities of the Company, (iv) Contracts (other than this Agreement) relating to the issuance, sale or transfer of any character whatsoever relating capital stock or voting or equity interest or other equity securities of the Company or (v) voting trusts, stockholder agreements, proxies or other similar rights, agreements, commitments or understandings to which Seller or the Company is a party or by which Seller or the Company is bound with respect to the voting of any shares of capital stock of or partnership other voting or equity interests in the Company. There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar obligations and commitments of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security AgreementsCompany.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (g) All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerecord by the Seller Parties. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner The Company Securities represent 100% of the outstanding shares of each such class owned and stock or other ownership interests in the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationCompany. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership interests non-assessable and have been issued without violation of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower any preemptive right or a wholly owned Subsidiary other right to purchase. Section 3.3(a) of the BorrowerDisclosure Schedule lists the Company’s authorized stock and the record and beneficial owner of such stock, in and each case such owner has good and indefeasible title to all of the stock listed next to such holder’s name on Schedule 1.1 free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsLiens. Except as set forth in Schedule 4.01(e)on Section 3.3(a) of the Disclosure Schedule, there are no other stock or other ownership interests in the Company or outstanding securities convertible or exchangeable into stock or other ownership interests of the Company, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital the Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock or partnership other ownership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company. Upon the Closing, the Seller Securities will be delivered to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Buyer free and clear of all liens, security interests and other charges or encumbrances Liens (other than any Liens which may result from any actions taken by Buyer), and Buyer will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsSeller Securities.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerecord by the Stockholders. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner The Company Securities represent 100% of the outstanding shares of each such class owned and stock or other ownership interests in the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationCompany. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership interests non-assessable and have been issued without violation of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower any preemptive right or a wholly owned Subsidiary other right to purchase. Section 3.3(a) of the BorrowerDisclosure Schedule lists the Company’s authorized stock and the record and beneficial owner of such stock, in and each case such owner has good and indefeasible title to all of the stock listed next to such holder’s name on Schedule 1.1 free and clear of all liens, security interests and other charges or encumbrances other than the liens and security interests under the Security AgreementsLiens. Except as set forth in Schedule 4.01(e)on Section 3.3(a) of the Disclosure Schedule, there are no other stock or other ownership interests in the Company or outstanding securities convertible or exchangeable into stock or other ownership interests of the Company, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital the Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock or partnership other ownership interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company. Upon the Closing, the Company Securities will be delivered to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Buyer free and clear of all liens, security interests and other charges or encumbrances Liens (other than any Liens which may result from any actions taken by Buyer), and Buyer will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsCompany Securities.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock (a) All of the Borrower will consist of: 20,000,000 shares Company Common Units are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares record by Orgenesis Parent as of Class B Common Stock, par value $.001 per share; the date hereof and 20,000,000 shares of Class C Common Stock, par value $.001 per share. Set forth on Schedule 4.01(a) is a complete Orgenesis Parent has good and accurate list of indefeasible title to all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner of the outstanding shares of each such class owned and the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporation. All of the general and limited partnership interests of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower or a wholly owned Subsidiary of the Borrower, in each case Company Common Units free and clear of all liensLiens. Upon the Initial Closing, security (i) 3,019,651 Class A Preferred Units, representing 22.31% of the outstanding equity of the Company, shall be owned beneficially and of record by Investor and 10,517,908 Company Common Units, representing 77.69% of the outstanding equity of the Company, shall be owned beneficially and of record by Orgenesis Parent, (ii) the Company Common Units and the Class A Preferred Units (collectively, the “Company Securities”) shall represent one hundred percent (100%) of the outstanding equity or other ownership interests in the Company, (iii) the Company Incentive Units available for issuance pursuant to the Company’s Incentive Unit plan shall represent 12.5% of the outstanding equity or other ownership interests in the Company upon the Closing and other charges or encumbrances other than (iv) all of the liens Company Securities (1) have been duly authorized and security interests under validly issued and are fully paid and nonassessable, and (2) were issued in compliance with all applicable Laws concerning the Security Agreementsissuance of securities. Except as set forth in Schedule 4.01(e)on 3.3(a) of the Disclosure Schedule, there are no outstanding securities convertible or exchangeable into equity or other ownership interests of the Company, and other than as set forth in the LLC Agreement, there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital stock the Company. Other than as set forth in the LLC Agreement, there are no voting trusts, proxies or partnership other Contracts with respect to the voting of the equity or other ownership interests of the Borrower or Company. Upon the Closing, the Preferred Units will be delivered to Investor free and clear of all Liens, and Investor will have good and marketable title to the Preferred Units. The issuance of Company Common Units upon any of its Subsidiaries or other agreements of any character whatsoever relating to any shares of capital stock or partnership interests conversion of the Borrower or any such Subsidiaries; all of Preferred Units in accordance with the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation LLC Agreement has been duly authorizedauthorized by all necessary action on the part of the Company, and Company Common Units have been duly reserved for issuance and, when issued upon conversion of the Preferred Units in accordance with the LLC Agreement, such Company Common Units will have been validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case free and clear of all liens, security interests and other charges or encumbrances other than the Liens created by the Pledge Agreements and Security AgreementsLiens.

Capitalization and Subsidiaries. On the Closing Date, the authorized capital stock All of the Borrower will consist of: 20,000,000 shares Company Securities are owned beneficially and of Class A Common Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock, par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par value $.001 per sharerecord by Xxxxxxx. Set forth on Schedule 4.01(a) is a complete and accurate list of all of the Borrower's Subsidiaries as of the Closing Date, showing as of such date (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, the number of shares of each class of capital stock outstanding on the date hereof, the direct owner The Company Securities represent 100% of the outstanding shares of each such class owned and membership interests or other ownership or equity interests in the jurisdictions in which such Subsidiary is qualified to do business as a foreign corporationCompany. All of the general Company Securities have been duly authorized, are validly issued, fully paid, and limited partnership interests non-assessable and have been issued without violation of each Subsidiary that is a partnership are owned, legally and beneficially, by the Borrower any preemptive right or a wholly owned Subsidiary other right to purchase. Section 3.3 of the BorrowerDisclosure Schedule lists the Company’s membership interests and the record and beneficial owner of such membership interests, in and each case such owner has good and indefeasible title to all of the membership interests free and clear of all liensLiens. There are no other membership interests or other ownership or equity interests in the Company or outstanding securities convertible or exchangeable into membership interests or other ownership or equity interests of the Company, security interests and other charges or encumbrances other than the liens and security interests under the Security Agreements. Except as set forth in Schedule 4.01(e), there are no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of conversion first refusal or purchaseother Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem membership interests or other ownership or equity interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to acquire capital the Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock or partnership other ownership or equity interests of the Borrower or any of its Subsidiaries or other agreements of any character whatsoever relating Company. Upon the Closing, the Company Securities will be delivered to any shares of capital stock or partnership interests of the Borrower or any such Subsidiaries; all of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries that is a corporation has been duly authorized, validly issued and is fully paid and non-assessable; all of the partnership interests of each Subsidiary that is a partnership have been validly issued pursuant to the terms of the applicable partnership agreement; all of the issued and outstanding capital stock of each Subsidiary of the Borrower that is a corporation is directly owned, legally and beneficially, by the Borrower, in each case Buyer free and clear of all liens, security interests and other charges or encumbrances Liens (other than any Liens which may result from any actions taken by Buyer), and Buyer will have good and marketable title to the Liens created by the Pledge Agreements and Security AgreementsCompany Securities. The Company does not have, and, has never had, any Subsidiaries.