Common use of Capitalization; Indebtedness Clause in Contracts

Capitalization; Indebtedness. (a) The capital stock of the Company as of the date of this Agreement consists of (i) 230,000 shares of Company Common Stock, par value EUR 0.01 per share (the “Company Common Stock”), (ii) 615,178 shares of Series A Preferred Stock, par value EUR 0.01 per share and (iii) 280,000 shares of Series O Preferred Stock, par value EUR 0.01 per share (together with the Series A Preferred Stock, the “Company Preferred Stock”). The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the Company Shareholder Agreements, none of the outstanding shares of Company Common Stock or Company Preferred Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock or Company Preferred Stock are subject to any right of first refusal in favor of the Company. There is no Contract of the Company relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except as set forth in the Company Shareholder Agreements. Section 2.2(a) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and Company Preferred Stock, and specifies each holder of Company Common Stock or Company Preferred Stock, the date of purchase of such Company Common Stock or Company Preferred Stock, the number of shares of Company Common Stock or Company Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Common Stock or Company Preferred Stock filed an election under Section 83(b) of the Code with respect to such Company Common Stock or Company Preferred Stock within thirty (30) days of purchase. Each share of Company Preferred Stock is convertible into 1 share of Company Common Stock. (b) Except for the Company Option Plans, the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. The Company has reserved 650,000 shares of Company Common Stock for issuance under the Company Option Plan. Of such reserved shares of Company Common Stock, options to purchase 486,725 shares have been granted and are currently outstanding, and 163,275 shares of Company Common Stock remain available for future issuance pursuant to such plan. Section 2.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the Company Optionholder; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Parent an accurate and complete copy of the Company Option Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Transactions. (c) Except for the outstanding Company Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or its Subsidiaries. Section 2.2(c) of the Company Disclosure Schedule accurately and completely lists all convertible securities of the Company and the holders of such convertible securities. The Company has delivered to Parent accurate and complete copies of all convertible securities of the Company. (d) All outstanding shares of Company Common Stock and Company Preferred Stock, as well as all options, warrants and other securities of the Company, have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Law and (ii) all requirements set forth in applicable Contracts. (e) As of the Closing, (i) the number of shares of Company Common Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Options granted to such Person, will constitute the entire interest of such Person in the issued and outstanding Company Capital Stock or any other equity interests of the Company, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any shares of Company Capital Stock, Company Options or any other equity interests of the Company and (iii) the shares of Company Capital Stock and/or Company Options disclosed in the Spreadsheet will be free and clear of any Encumbrances. (f) Section 2.2(f) of the Company Disclosure Schedule sets forth all the indebtedness for borrowed money of the Company and its Subsidiaries (including loans, advances or other indebtedness for borrowed money owed to the Company or any of its Subsidiaries by a director, officer, employee or shareholder of the Company or any Subsidiary).

Capitalization; Indebtedness. (a) The capital stock of Except for the Company as of the date of this Agreement consists of Shares, there are (i) 230,000 no outstanding shares of Company Common Stockcapital stock of, par value EUR 0.01 per share (or other Equity Interests in, the “Company Common Stock”)Company, (ii) 615,178 no outstanding securities of the Company convertible into or exchangeable for shares of Series A Preferred Stockcapital stock of, par value EUR 0.01 per share and or other equity or voting interests in, the Company, (iii) 280,000 no outstanding options, warrants, rights or other commitments or agreement to acquire from the Company or that obligate the Company to issue or register, or that restrict the transfer or voting of, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of Series O Preferred Stockcapital stock of, par value EUR 0.01 per share (together with the Series A Preferred Stockor other equity or voting interests in, the “Company, (iv) no obligations of the Company Preferred Stock”). The or any Company does not hold Subsidiary to grant, extend or enter into any shares of its subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock in its treasury. All of, or other equity or voting interests (including any voting debt) in, the Company and (v) no other obligations by the Company or any Company Subsidiary to make any payments based on the price or value of any securities of the outstanding shares Company or dividends paid thereon or revenues, earnings, or financial performance or any other attribute of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablethe Company. Except as set forth in the Company Shareholder Agreements, none of the outstanding shares of Company Common Stock or Company Preferred Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock or Company Preferred Stock are subject to any right of first refusal in favor of the Company. There is no Contract Section 4.2(a) of the Company relating Disclosure Schedules, other than the Company Subsidiaries, after giving effect to the voting Restructuring, the Company will not own, directly or registration ofindirectly, of record or restricting beneficially, any outstanding Equity Interest in any Person from purchasingor have the right or obligation to acquire any Equity Interest or other interest in any Person. Except as set forth in Section 4.2(a) of the Company Disclosure Schedules, sellingthe Company and the Company Subsidiaries own and have good title to all of the Equity Interests of each Company Subsidiary, pledging free and clear of all Liens (other than applicable federal and state securities law restrictions and any Liens created by actions of Buyer or otherwise disposing any of (its Affiliates). All of the issued and outstanding Shares of the Company and all of the issued and outstanding Equity Interests in each Company Subsidiary are validly issued, fully paid and nonassessable, no Equity Interests of the Company or granting any option Company Subsidiary are reserved for issuance and, as of the Closing Date and except as contemplated by the Restructuring, there will be no dividends or similar right distributions with respect to), to any shares Equity Interests of the Company Common Stock or any Company Preferred StockSubsidiary that have been declared but not paid. The There are no outstanding agreements of any kind which obligate the Company is not under or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except as set forth in the Company Shareholder Agreements. Section 2.2(a) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and Company Preferred Stock, and specifies each holder of Company Common Stock or Company Preferred Stock, the date of purchase of such Company Common Stock or Company Preferred Stock, the number of shares of Company Common Stock or Company Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Common Stock or Company Preferred Stock filed an election under Section 83(b) of the Code with respect to such Company Common Stock or Company Preferred Stock within thirty (30) days of purchase. Each share of Company Preferred Stock is convertible into 1 share of Company Common Stock. (b) Except for the Company Option Plans, the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. The Company has reserved 650,000 shares of Company Common Stock for issuance under the Company Option Plan. Of such reserved shares of Company Common Stock, options to purchase 486,725 shares have been granted and are currently outstanding, and 163,275 shares of Company Common Stock remain available for future issuance pursuant to such plan. Section 2.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the Company Optionholder; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Parent an accurate and complete copy of the Company Option Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Transactions. (c) Except for the outstanding Company Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any Company Subsidiary or obligate the Company or any Company Subsidiary to grant, extend, or enter into any such agreement. (b) Other than in connection with its Indebtedness, neither the Company nor any Company Subsidiary is a party to any agreement restricting the transfer or the dividend rights of, relating to the voting of, requiring registration of, or granting any preemptive rights, antidilutive rights or rights of its Subsidiaries; (ii) outstanding security, instrument first refusal or obligation that is or may become convertible into or exchangeable for similar rights with respect to any shares of the capital stock or other securities of the Company or any of its Subsidiaries; Company Subsidiary. (iiic) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Other than the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or its Subsidiaries. Indebtedness set forth in Section 2.2(c4.2(c) of the Company Disclosure Schedule accurately and completely lists all convertible securities of Schedules, the Company and the holders of such convertible securitiesCompany Subsidiaries have no other outstanding Indebtedness. The Company has delivered to Parent accurate and complete copies of all convertible securities of the Company. (d) All outstanding shares of Company Common Stock and Company Preferred Stock, as well as all options, warrants and other securities of the Company, have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Law and (ii) all requirements set forth in applicable Contracts. (e) As of Following the Closing, (i) neither the number of shares of Company Common Stock set forth in nor any Company Subsidiary will have any Liability with respect to the Spreadsheet as being owned by a PersonSenior Secured Term Loan, or subject to Company Options granted to such Person, will constitute the entire interest of such Person in Amended and Restated ABL Facility and the issued and outstanding Company Capital Stock Series A-2 Notes or any other equity interests of the Company, (ii) no Indebtedness. No Person not disclosed in the Spreadsheet will have a right has enforced or taken any action to acquire from the Company enforce any shares of Company Capital Stock, Company Options guarantee made or any other equity interests of the Company and (iii) the shares of Company Capital Stock and/or Company Options disclosed in the Spreadsheet will be free and clear of any Encumbrances. (f) Section 2.2(f) of the Company Disclosure Schedule sets forth all the indebtedness for borrowed money of the Company and its Subsidiaries (including loans, advances or other indebtedness for borrowed money owed to given by the Company or any Company Subsidiary in respect of its Subsidiaries by a directorIndebtedness incurred under the Senior Secured Term Loan, officer, employee the Amended and Restated ABL Facility or shareholder of the Company or any Subsidiary)Series A-2 Notes.

Capitalization; Indebtedness. (a) The capital stock of the Company as of the date of this Agreement consists Schedule 4.3(a) sets forth a complete, true and accurate list of (i) 230,000 shares the authorized, issued and outstanding capital stock and equity securities of each member of the Company Common Stock, par value EUR 0.01 per share (the “Company Common Stock”)Group, (ii) 615,178 shares all holders of Series A Preferred Stockthe outstanding capital stock and equity securities of each member of the Company Group, par value EUR 0.01 per share and (iii) 280,000 a summary by classification of all holders of all warrants (specifying the exercise price thereof), convertible securities and other rights of any kind which may afford any Person the right to acquire shares of Series O Preferred Stock, par value EUR 0.01 per share (together with any class of capital stock and units of any class of equity securities of each member of the Series A Preferred Stock, the “Company Preferred Stock”)Group. The Company does not hold any offer, issuance and sale of such shares of its capital stock or units of equity securities were made in its treasury. compliance with all applicable foreign, federal and state securities Laws and all applicable preemptive and other similar rights. (b) The aggregate number of Common Units and Preferred Units issued and outstanding as of immediately following the Closing shall be as set forth on the Schedule of Members attached to the Operating Agreement. (c) All outstanding capital stock and equity securities of each member of the outstanding shares of Company Common Stock and Company Preferred Stock Group have been duly authorized authorized, validly issued and validly issuedare free of preemptive rights, and in the case of shares of capital stock are fully paid and nonassessable. Except as set forth in on Schedule 4.3(a) or pursuant to the Company Shareholder AgreementsOperating Agreement, none of the there are no outstanding shares of Company Common Stock options, warrants, rights (including conversion or Company Preferred Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right rights and none of the outstanding shares of Company Common Stock or Company Preferred Stock are subject to any right rights of first refusal or similar rights) or agreements, orally or in favor of the Company. There is no Contract writing, to purchase or acquire from any member of the Company relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except as set forth in the Company Shareholder Agreements. Section 2.2(a) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and Company Preferred Stock, and specifies each holder of Company Common Stock or Company Preferred Stock, the date of purchase of such Company Common Stock or Company Preferred Stock, the number of shares of Company Common Stock or Company Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Common Stock or Company Preferred Stock filed an election under Section 83(b) of the Code with respect to such Company Common Stock or Company Preferred Stock within thirty (30) days of purchase. Each share of Company Preferred Stock is convertible into 1 share of Company Common Stock. (b) Except for the Company Option Plans, the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. The Company has reserved 650,000 shares of Company Common Stock for issuance under the Company Option Plan. Of such reserved shares of Company Common Stock, options to purchase 486,725 shares have been granted and are currently outstanding, and 163,275 shares of Company Common Stock remain available for future issuance pursuant to such plan. Section 2.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the Company Optionholder; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Parent an accurate and complete copy of the Company Option Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Transactions. (c) Except for the outstanding Company Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive Group any shares of capital stock or equity securities, or any securities convertible into or exchangeable for shares of capital stock or equity securities. Except for the Operating Agreement and the organizational documents of each member of the Company Group, there are no voting trusts, irrevocable proxies or other contracts or understandings to which any member of the Company Group or any shareholder or member thereof is a party or is bound with respect to the voting or consent of any shares of capital stock or equity securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or its Subsidiaries. Section 2.2(c) of the Company Disclosure Schedule accurately and completely lists all convertible securities of the Company and the holders of such convertible securities. The Company has delivered to Parent accurate and complete copies of all convertible securities of the CompanyGroup. (d) All outstanding Except as set forth on Schedule 4.3(d), there are no obligations, contingent or otherwise, of any member of the Company Group to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person and there are no bonds, debentures, notes or other indebtedness of any member of the Company Group having the right to vote or consent (or that are convertible into, or exchangeable for, shares of Company Common Stock and Company Preferred Stockcapital stock or any equity securities having the right to vote or consent) on any matters on which the shareholders, as well as all options, warrants and members or other securities equity holders of any member of the Company, have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Law and (ii) all requirements set forth in applicable ContractsCompany Group may vote. (e) As of the ClosingExcept as set forth on Schedule 4.3(e), (i) the number of shares of Company Common Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Options granted to such Person, will constitute the entire interest of such Person in the issued and outstanding Company Capital Stock or any other equity interests of the Companydate of hereof, except with respect to Overdue Payables, none of the members of the Company Group has any Indebtedness and (ii) no Person not disclosed in as of January 21, 2015, none of the Spreadsheet will have a right to acquire from the Company any shares of Company Capital Stock, Company Options or any other equity interests members of the Company and (iii) the shares of Company Capital Stock and/or Company Options disclosed in the Spreadsheet will be free and clear of Group has any EncumbrancesOverdue Payables. (f) Section 2.2(f) of the Company Disclosure Schedule sets forth all the indebtedness for borrowed money of the Company and its Subsidiaries (including loans, advances or other indebtedness for borrowed money owed to the Company or any of its Subsidiaries by a director, officer, employee or shareholder of the Company or any Subsidiary).

Capitalization; Indebtedness. (a) The capital stock of Except for the Company as of the date of this Agreement consists of Shares, there are (i) 230,000 no outstanding shares of Company Common Stockcapital stock of, par value EUR 0.01 per share (or other Equity Interests in, the “Company Common Stock”)Company, (ii) 615,178 no outstanding securities of the Company convertible into or exchangeable for shares of Series A Preferred Stockcapital stock of, par value EUR 0.01 per share and or other equity or voting interests in, the Company, (iii) 280,000 no outstanding options, warrants, rights or other commitments or agreement to acquire from the Company or that obligate the Company to issue or register, or that restrict the transfer or voting of, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of Series O Preferred Stockcapital stock of, par value EUR 0.01 per share (together with the Series A Preferred Stockor other equity or voting interests in, the “Company, (iv) no obligations of the Company Preferred Stock”). The or any Company does not hold Subsidiary to grant, extend or enter into any shares of its subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock in its treasury. All of, or other equity or voting interests (including any voting debt) in, the Company and (v) no other obligations by the Company or any Company Subsidiary to make any payments based on the price or value of any securities of the outstanding shares Company or dividends -27- paid thereon or revenues, earnings, or financial performance or any other attribute of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablethe Company. Except as set forth in the Company Shareholder Agreements, none of the outstanding shares of Company Common Stock or Company Preferred Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock or Company Preferred Stock are subject to any right of first refusal in favor of the Company. There is no Contract Section 4.2(a) of the Company relating Disclosure Schedules, other than the Company Subsidiaries, after giving effect to the voting Restructuring, the Company will not own, directly or registration ofindirectly, of record or restricting beneficially, any outstanding Equity Interest in any Person from purchasingor have the right or obligation to acquire any Equity Interest or other interest in any Person. Except as set forth in Section 4.2(a) of the Company Disclosure Schedules, sellingthe Company and the Company Subsidiaries own and have good title to all of the Equity Interests of each Company Subsidiary, pledging free and clear of all Liens (other than applicable federal and state securities law restrictions and any Liens created by actions of Buyer or otherwise disposing any of (its Affiliates). All of the issued and outstanding Shares of the Company and all of the issued and outstanding Equity Interests in each Company Subsidiary are validly issued, fully paid and nonassessable, no Equity Interests of the Company or granting any option Company Subsidiary are reserved for issuance and, as of the Closing Date and except as contemplated by the Restructuring, there will be no dividends or similar right distributions with respect to), to any shares Equity Interests of the Company Common Stock or any Company Preferred StockSubsidiary that have been declared but not paid. The There are no outstanding agreements of any kind which obligate the Company is not under or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except as set forth in the Company Shareholder Agreements. Section 2.2(a) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and Company Preferred Stock, and specifies each holder of Company Common Stock or Company Preferred Stock, the date of purchase of such Company Common Stock or Company Preferred Stock, the number of shares of Company Common Stock or Company Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Common Stock or Company Preferred Stock filed an election under Section 83(b) of the Code with respect to such Company Common Stock or Company Preferred Stock within thirty (30) days of purchase. Each share of Company Preferred Stock is convertible into 1 share of Company Common Stock. (b) Except for the Company Option Plans, the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. The Company has reserved 650,000 shares of Company Common Stock for issuance under the Company Option Plan. Of such reserved shares of Company Common Stock, options to purchase 486,725 shares have been granted and are currently outstanding, and 163,275 shares of Company Common Stock remain available for future issuance pursuant to such plan. Section 2.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the Company Optionholder; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Parent an accurate and complete copy of the Company Option Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Transactions. (c) Except for the outstanding Company Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any Company Subsidiary or obligate the Company or any Company Subsidiary to grant, extend, or enter into any such agreement. (b) Other than in connection with its Indebtedness, neither the Company nor any Company Subsidiary is a party to any agreement restricting the transfer or the dividend rights of, relating to the voting of, requiring registration of, or granting any preemptive rights, antidilutive rights or rights of its Subsidiaries; (ii) outstanding security, instrument first refusal or obligation that is or may become convertible into or exchangeable for similar rights with respect to any shares of the capital stock or other securities of the Company or any of its Subsidiaries; Company Subsidiary. (iiic) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Other than the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or its Subsidiaries. Indebtedness set forth in Section 2.2(c4.2(c) of the Company Disclosure Schedule accurately and completely lists all convertible securities of Schedules, the Company and the holders of such convertible securitiesCompany Subsidiaries have no other outstanding Indebtedness. The Company has delivered to Parent accurate and complete copies of all convertible securities of the Company. (d) All outstanding shares of Company Common Stock and Company Preferred Stock, as well as all options, warrants and other securities of the Company, have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Law and (ii) all requirements set forth in applicable Contracts. (e) As of Following the Closing, (i) neither the number of shares of Company Common Stock set forth in nor any Company Subsidiary will have any Liability with respect to the Spreadsheet as being owned by a PersonSenior Secured Term Loan, or subject to Company Options granted to such Person, will constitute the entire interest of such Person in Amended and Restated ABL Facility and the issued and outstanding Company Capital Stock Series A-2 Notes or any other equity interests of the Company, (ii) no Indebtedness. No Person not disclosed in the Spreadsheet will have a right has enforced or taken any action to acquire from the Company enforce any shares of Company Capital Stock, Company Options guarantee made or any other equity interests of the Company and (iii) the shares of Company Capital Stock and/or Company Options disclosed in the Spreadsheet will be free and clear of any Encumbrances. (f) Section 2.2(f) of the Company Disclosure Schedule sets forth all the indebtedness for borrowed money of the Company and its Subsidiaries (including loans, advances or other indebtedness for borrowed money owed to given by the Company or any Company Subsidiary in respect of its Subsidiaries by a directorIndebtedness incurred under the Senior Secured Term Loan, officer, employee the Amended and Restated ABL Facility or shareholder of the Company or any Subsidiary)Series A-2 Notes.