Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (iw) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (iix) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iiiy) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ivz) are free and clear of any Liens (other than Permitted Liens). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as contemplated by this Agreement or the other Transaction Documents, the Company owns owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There Except as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or other rights Subsidiary the value of which are is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) are were issued free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, restricted stock, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company are set forth on Section 4.07(a) of the Company Disclosure Letter. All of the issued and outstanding Equity Securities of each Subsidiary of the Company are owned of record and beneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Documents), and, subject to the Laws of the PRC with respect to the PRC Subsidiaries, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptionsEquity Securities or equity appreciation, optionsphantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that requires any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (dc) Except for the equity interests of the Subsidiaries as set forth on Section 4.2 4.07(c) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting interest Equity Securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The authorized capital of Park View consists solely of (i) 1,000,000 shares of serial preferred stock, $0.01 par value per share, none of which is issued or outstanding, and (ii) 3,000,000 shares of common stock, $0.01 par value per share, of which one share is issued and outstanding. (b) Except as otherwise set forth in Section 3.03(b) of the PVFC Disclosure Schedule, all outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) are owned beneficially and of record by PVFC and, provided further, that, with respect to Crock, LLC and CADR, LLC, all outstanding membership interests are owned beneficially and of record by Park View. All shares of the Subsidiaries have been duly authorized and are validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) , were not issued in violation of the preemptive rights of any person, and have been offered, sold and issued in compliance in all material respects with all applicable Law, including federal and state securities Lawslaws. (c) As of the date of this Agreement, and all requirements set forth in (A) the Governing Documents of each such Subsidiarythere are no options, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject towarrants, nor have they been issued in violation ofcalls, any purchase optionrights, call option, right of first refusal, preemptive right, subscription right commitments or any similar right under any provision agreements of any applicable Law, the Governing Documents of each such Subsidiary or any Contract character to which each such any Subsidiary is a party or otherwise by which it is bound; and (iv) are free and clear of , obligating a Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding additional shares of capital stock a Subsidiary or equity interests obligating the Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of such Subsidiaries free and clear the date of any Liens other than Permitted Liens. (c) There this Agreement, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock contractual obligations of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference a Subsidiary to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any shares of its capital stocka Subsidiary. (d) Except No Subsidiary has (A) issued or permitted to be issued any shares of such Subsidiary, or securities exercisable for the equity interests or convertible into shares of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Lettersuch Subsidiary, neither the Company nor any of the Company Subsidiaries other than shares issued to its parent corporation; (iB) ownsrepurchased, redeemed or otherwise acquired, directly or indirectly, indirectly any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any shares of such interest Subsidiary; or (iiiC) has agreed nor is obligated declared, set aside, made or paid to make nor is bound by any written, oral the shareholders of such Subsidiary dividends or other Contractdistributions on the outstanding shares of such Subsidiary. (e) No bonds, binding understandingdebentures, option, warranty notes or undertaking other indebtedness of a Subsidiary having the right to vote on any nature, as of matters on which the date hereof Subsidiary shareholders may vote are issued or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityoutstanding.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth in Section 5.7(b) of the Company Disclosure Letter, the Company owns of on record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth in Section 5.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 There are no written agreements, proxies or trusts to which any Subsidiary of the Company Disclosure Letter, neither is a party with respect to the Company nor any voting or transfer of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking the capital of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entitythat Subsidiary.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries are set forth on Section 4.8(a) of the Company Disclosure Letter and (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.8(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Company Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Company Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Company Subsidiary or any Contract to which each such Company Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 4.7(b) of the Company owns Disclosure Letter, immediately upon completion of the Internal Reorganization, the Company will own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries each of the Company Subsidiaries, free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter or and as contemplated by the Internal Reorganization, there are no outstanding subscriptions, stock options, stock appreciation rights, restricted stock, restricted stock units, other equity or equity-based awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such any of the Company Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Company Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securities; (iii) are not not, except as set forth on Section 5.7(a) of the Company Disclosure Letter, subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are are, except as set forth on Section 5.7(a) of the Company Disclosure Letter, free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 5.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 5.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; non‑assessable, (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, Subsidiary as then in effect and (B2) any other applicable Contracts governing the issuance of such securities; securities to which the Company is a party or otherwise bound, (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary as then in effect or any Contract to which each such Subsidiary is a party or otherwise bound; bound and (iv) are free and clear of any Liens Liens, other than Permitted Liensrestrictions on transfer arising under applicable securities Laws, and other than as set out in the Governing Documents of such Subsidiary. (b) The Company or another direct or indirect wholly owned Subsidiary of the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such each of the Company’s Subsidiaries free and clear of any Liens Liens, other than Permitted LiensLiens and restrictions on transfer arising under applicable securities Laws, and other than as set out in the Governing Documents of such Subsidiary. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such any of the Company’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepre‑emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests interests, of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the CompanyTempo’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offerednonassessable. All of the outstanding ownership interests in each Subsidiary of Tempo are owned by Tempo, sold and issued in compliance with applicable Lawdirectly or indirectly, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liens. the restrictions under applicable Securities Laws and Liens securing obligations under any Tempo Financing Agreements) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. There are no outstanding (a) securities of Tempo or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Tempo, (b) The Company owns obligations, options, warrants or other rights, commitments or arrangements to acquire from Tempo or any of record and beneficially its Subsidiaries, or other obligations or commitments of Tempo or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of Tempo or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Tempo (the items in clauses (a)-(c), in addition to all ownership interests of Tempo’s Subsidiaries, being referred to collectively as the issued and outstanding “Tempo Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Tempo is a party or by which any Subsidiary of Tempo is bound with respect to the voting or transfer of any shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsSubsidiary, or for the repurchase (ii) obligations or redemption commitments of shares Tempo or other equity interests any of such its Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Tempo Subsidiary Securities or make payments in respect of its such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterTempo Subsidiary Securities, neither the Company Tempo nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound . No shares of capital stock are held in treasury by any written, oral or other Contract, binding understanding, option, warranty or undertaking Subsidiary of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityTempo.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in (A) each Subsidiary of the Governing Documents of each such SubsidiaryCompany are owned by the Company, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Except as set forth on Section 5.07(b) of the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Disclosure Letter, there are no outstanding subscriptions(i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i)-(iii), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any Company Subsidiary Securities , or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of its the Company Subsidiary Securities or make payments in respect of such Company Subsidiary Securities, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSubsidiary Securities, neither the Company nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as contemplated by this Agreement or the other Transaction Documents, the Company owns owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or other rights Subsidiary the value of which are is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock of (or other equity interests of in) each of the Company’s Subsidiaries (i) set forth on Schedule 4.2 have been duly authorized and validly issued, are, to the extent issued and (if applicable, ) are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Lawon Schedule 4.7(a), the Governing Documents Company or one or more of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns its Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other equity interests of in) such Subsidiaries free and clear of any Liens other than (i) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Permitted Liens. (cb) There Except as set forth on Schedule 4.7(b), there are no (i) outstanding subscriptions, options, warrants, calls, rights or other securities (including debt securities) convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity interests in) such Subsidiaries, (ii) any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests of such Subsidiaries interests), or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or (iii) any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar equity awards with respect to any of the Subsidiaries. No holder of indebtedness of any Subsidiary has any right to convert or exchange such indebtedness for any equity securities of the Company or any Subsidiary. (dc) Except for the equity interests of the Subsidiaries set forth on Section Schedule 4.2 of the Company Disclosure Letterand as set forth on Schedule 4.7(c), neither the Company nor any of the Company its Subsidiaries (i) owns, controls or has any rights to acquire, directly or indirectly, any ownership, equity, profits capital stock or voting other equity interest in any other Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. ​ (a) The All of the issued and outstanding shares Equity Securities of capital stock each Subsidiary of the Company are beneficially, directly or equity interests indirectly, by the Company. Except as disclosed in the Company Disclosure Schedule, the Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid (or, in respect of Group Companies incorporated under the Laws of the PRC, partially paid in compliance with applicable Laws) and non-assessableassessable in accordance with their Organizational Documents; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) except as provided under the Control Documents, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) to the Knowledge of the Company, are free and clear of any Liens (other than Permitted Liens.restrictions arising under applicable Laws, the Company’s Organizational Documents, the Transaction Agreements and the Control Documents), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. ​ (b) The Company owns Except as contemplated by the Organizational Documents of record and beneficially all the issued and outstanding shares relevant Subsidiary of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There the Company, there are no outstanding subscriptions, options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest, issued by any Subsidiary of the Company. Except as provided under the Control Documents, (i) no Person is entitled to any pre-emptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company, and (ii) there are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of its capital stock. (d) Except for the equity interests any Subsidiary of the Subsidiaries set forth on Section 4.2 Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Disclosure Letterhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity-holders of the Company’s Subsidiaries may vote. ​ (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person other than the Company Subsidiaries Group Companies. ​ (d) Pursuant to the Control Documents, (i) ownsBeijing Baishilian Technology Co., directly or indirectly, any ownership, equity, profits or voting interest in any Person, Ltd. (北京百视联科技有限公司) has exclusive control over the Domestic Company and its Subsidiaries and is entitled to all of the economic benefits from the operations of the Domestic Company and its Subsidiaries; and (ii) has any agreement or commitment to purchase any such the Domestic Company is a “variable interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as entity” of the date hereof or Company and its financial results are consolidated into consolidated financial statements of the Company as may hereafter be in effect if it were a wholly owned Subsidiary of the Company, under which it may become obligated to make, any future investment in or capital contribution to any other entity.GAAP. ​

Capitalization of Subsidiaries. (a) The All of the issued and outstanding shares Equity Securities of capital stock each Subsidiary of the Company are beneficially, directly or equity interests indirectly, by the Company. Except as disclosed in the Company Disclosure Schedule, the Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid (or, in respect of Group Companies incorporated under the Laws of the PRC, partially paid in compliance with applicable Laws) and non-assessableassessable in accordance with their Organizational Documents; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) except as provided under the Control Documents, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) to the Knowledge of the Company, are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents, the Transaction Agreements and the Control Documents), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) The Company owns Except as contemplated by the Organizational Documents of record and beneficially all the issued and outstanding shares relevant Subsidiary of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There the Company, there are no outstanding subscriptions, options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest, issued by any Subsidiary of the Company. Except as provided under the Control Documents, (i) no Person is entitled to any pre-emptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company, and (ii) there are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity-holders of the Company’s Subsidiaries may vote. (dc) Except for the equity interests As of the Subsidiaries set forth on Section 4.2 date of the Company Disclosure Letterthis Agreement, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person other than the Company Subsidiaries Group Companies. (d) Pursuant to the Control Documents, (i) ownsBeijing Baishilian Technology Co., directly or indirectly, any ownership, equity, profits or voting interest in any Person, Ltd. (北京百视联科技有限公司) has exclusive control over the Domestic Company and its Subsidiaries and is entitled to all of the economic benefits from the operations of the Domestic Company and its Subsidiaries; and (ii) has any agreement or commitment to purchase any such the Domestic Company is a “variable interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as entity” of the date hereof or Company and its financial results are consolidated into consolidated financial statements of the Company as may hereafter be in effect if it were a wholly owned Subsidiary of the Company, under which it may become obligated to make, any future investment in or capital contribution to any other entityGAAP.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, Laws and all requirements set forth in (A) the Governing Organizational Documents of each such SubsidiaryGroup Company, and (B) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Group Company is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable LawLaws, the Governing Organizational Documents of each such Subsidiary Group Company or any other Contract to which each such Subsidiary Group Company is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 3.4(b) of the Company owns Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There are no No Group Company is party to any contracts or commitments by which the Group Company is or may be bound to issue, nor does any Group Company have any outstanding or authorized subscriptions, options, warrants, rights or other securities (including debt securities) of any Group Company convertible, exercisable or exchangeable for or measured by reference to any capital stock Equity Securities of such SubsidiariesGroup Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Group Company of additional shares, the sale of treasury shares or the issuance or sale by such Group Company of other equity interestsEquity Securities of such Group Company, or for the repurchase or redemption by such Group Company of shares or other equity interests Equity Securities of such Subsidiaries or other rights Group Company the value of which are is determined by reference to shares or other Equity Securities of such Group Company, including any equity interests of the Subsidiariesappreciation rights, participations, phantom equity or similar rights, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the such Group Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries, the record and beneficial ownership with respect thereto is set forth on Section 4.7(a) of the Company Disclosure Letter, (i) have been duly authorized and validly issued, areand, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such the issuing Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 4.7(b) of the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (dc) Except for the equity interests of the Since formation, Clinactiv and its Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectlyhave not engaged in and are not currently engaging in, any ownershipbusiness activities, equity, profits have not had and do not currently have any assets or voting interest in liabilities and have not generated and are not currently generating any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityrevenue.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Companies’ Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns Following the completion of the Pre-Closing Restructuring, the Companies will collectively own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 5.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the any Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each member of the Company’s Subsidiaries Target Company Group (other than the Target Companies), each of which is set forth on Section 4.7(a) of the Target Company Disclosure Letter as of the date of this Agreement and following the Reorganization, (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; nonassessable, (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, member of the Target Company Group as then in effect and (B) any other applicable Contracts governing the issuance of such securities; securities to which such member of the Target Company Group is a party or otherwise bound, (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary member of the Target Company Group as then in effect or any Contract to which each such Subsidiary member of the Target Company Group is a party or otherwise bound; bound and (iv) are free and clear of any Liens Liens, other than Permitted Liens., Liens pursuant to Permitted Indebtedness or restrictions on transfer arising under applicable securities Laws, or as set out in the Governing Documents of each member of the Target Company Group. ​ ​ ​ (b) The Following the Reorganization, except as set forth on Section 4.7(b) of the Target Company owns Disclosure Letter, the Target Companies will own of record and beneficially all of the issued and outstanding shares of capital stock or equity interests of such Subsidiaries each member of the Target Company Group (other than the Target Companies) free and clear of any Liens Liens, other than Permitted Liens. Liens or restrictions on transfer arising under applicable securities Laws or as set out in the Governing Documents of such member of the Target Company Group. As of the date hereof, the members of the Target Company Group do not, and following the Reorganization will not, own any equity interest (c) There are no outstanding subscriptions, options, warrants, rights or any other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, equity interest) in any other commitmentsPerson, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests than an interest in another member of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Target Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockGroup. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the CompanyBCG’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Schedule 5.07(a) of the BCG Schedules, as of June 30, 2022, all of the outstanding ownership interests in (A) the Governing Documents each Subsidiary of each such SubsidiaryBCG are owned by BCG, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Company owns Except as set forth on Schedule 5.07(b) of record and beneficially all the issued and BCG Schedules or contemplated in this Agreement, there are no outstanding shares (i) securities of capital BCG or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of BCG, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from BCG or any of its Subsidiaries, or other obligations or commitments of BCG or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of BCG or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or equity similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of BCG (the items in clauses (i)-(iii), in addition to all ownership interests of such Subsidiaries free and clear of any Liens other than Permitted LiensBCG’s Subsidiaries, being referred to collectively as the “BCG Subsidiary Securities”). (c) There Except as set forth on Schedule 5.07(c) of the BCG Schedules or contemplated in this Agreement, there are no outstanding subscriptions(i) voting trusts, optionsproxies, warrants, rights equityholders agreements or other securities (including debt securities) exercisable similar agreements or exchangeable for understandings to which any Subsidiary of BCG is a party or by which any Subsidiary of BCG is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsSubsidiary, or for the repurchase (ii) obligations or redemption commitments of shares BCG or other equity interests any of such its Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its BCG Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stockcontribution or otherwise) in any other Person. (d) Except for the equity interests No shares of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest capital stock are held in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound treasury by any written, oral or other Contract, binding understanding, option, warranty or undertaking Subsidiary of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityBCG.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There As of the date of this Agreement, the Company owns the class and number of membership interests of SummerBio, LLC, a Delaware limited liability company (“SummerBio”), as set forth on Section 4.7(c) of the Company Disclosure Letter (the “SummerBio Interests”). To the knowledge of the Company, the SummerBio Interests (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of SummerBio and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of SummerBio or any Contract to which SummerBio is a party or otherwise bound; and (iv) are free and clear of any Liens. (d) Except as set forth on Section 4.7(d) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; , (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; , (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; , and (iv) are free and clear of any Liens Liens, other than Permitted Liensany restrictions under applicable securities laws or under the Governing Documents of the applicable Subsidiary. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company are beneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessableassessable in accordance with their Organizational Documents; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) except as provided under the Control Documents or disclosed in the Company Disclosure Schedule 4.07(a), are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) to the Knowledge of the Company, are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents, the Transaction Agreements and except as provided under the Control Documents or disclosed in the Company Disclosure Schedule 4.07(a)), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) The Except as contemplated by the Organizational Documents of the relevant Subsidiary of the Company owns of record and beneficially all the issued and outstanding shares of capital stock Control Documents, or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There as disclosed in the Company Disclosure Schedule 4.07(b), there are no outstanding subscriptions, options, warrantsrestricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariessimilar rights with respect to the Equity Securities of, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsor voting interest in, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany. Except as provided under the Control Documents or disclosed in the Company Disclosure Schedule 4.07(b), no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company, and there are no voting trustswarrants, proxies purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or agreements of any kind which may obligate first offer or other Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity holders of the Company’s Subsidiaries may vote. (dc) Except for the equity interests Company Disclosure Schedule 4.07(c)(i) contains a structure chart that depicts or otherwise lists each Subsidiary of the Subsidiaries set forth on Section 4.2 Company, together with (i) the jurisdiction of organization or formation of each such Subsidiary, and (ii) the percentage of the outstanding issued share capital or registered capital, as the case may be, of each such Subsidiary. Except as disclosed in the Company Disclosure LetterSchedule 4.07(c) (ii), as of the date of this Agreement, neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting interest Equity Securities in any PersonPerson other than the Group Companies, (ii) or has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understandingright, option, warranty warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or undertaking commitment of any nature, as of the date hereof or as may hereafter be in effect character under which it a Person is or may become obligated to makeissue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any future investment in or capital contribution Equity Securities of such Person. (d) Pursuant to any other the Control Documents, (i) the WFOE has exclusive control over the VIE Entity and its Subsidiaries and is entitled to all of the economic benefits and residual returns from the operations of the VIE Entity and its Subsidiaries; and (ii) the VIE Entity is a “variable interest entity” of the Company and its financial results are consolidated into consolidated financial statements of the Company as if it were a wholly owned Subsidiary of the Company, under GAAP.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements Except as set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Lawon Schedule ‎4.7, the Governing Documents Company or one or more of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other equity interests of in) such Subsidiaries free and clear of any Liens other than Permitted Liens. (csuch shares, the “Subsidiary Shares”). Except as set forth on Schedule ‎4.7, there are (i) There are no outstanding subscriptions, options, warrants, rights rights, equity or equity-based awards or other securities (including debt securities) convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity interests in) such SubsidiariesSubsidiaries including bonds, indentures, notes, or other indebtedness providing for the right to vote (or convertible into securities that have the right to vote), (ii) any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiariesinterests), and there are no voting trusts, proxies or (iii) any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stockstock (or other equity interests), and (iv) stock appreciation, phantom stock or similar rights with respect to any Subsidiary. (db) The outstanding shares of capital stock of (or other equity interests in) each of the Company’s Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable and have not been issued in violation of any right of first refusal, preemptive right or any similar rights or applicable Law. Except as set forth on Schedule ‎4.7, the Company or one or more of its wholly owned Subsidiaries own the Subsidiary Shares, free and clear of any Liens other than (i) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Permitted Liens. Except as set forth on Schedule ‎4.7, there are no declared but unpaid dividends or other distributions with regard to any issued and outstanding equity interests of any Subsidiary of the Company. (c) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSchedule 4.2, neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting equity interest in any other Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, the applicable Subsidiary and (B) any other applicable Contracts governing the issuance of such securities; securities to which the applicable Subsidiary is a party or otherwise bound, (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such the applicable Subsidiary or any Contract to which each such the applicable Subsidiary is a party or otherwise bound; bound and (ivv) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens other than Permitted Liens. (b) The Company or another direct or indirect wholly owned Subsidiary of the Company owns of record and beneficially all the issued and outstanding shares Equity Securities each of capital stock or equity interests of such the Company’s Subsidiaries free and clear of any Liens (other than Permitted Liens). (c) There Except as set forth in Section 5.7(c) of the Company Disclosure Letter, as of the date hereof, there are no outstanding (i) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Equity Securities of any capital stock of such Subsidiaries, the Company’s Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts to which any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issueissue or sell any Equity Securities of such Subsidiary, purchase(ii) equity equivalents, register for salestock appreciation rights, phantom stock ownership interests or similar rights in any of the Company’s Subsidiaries, (iii) Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of its capital stock. such Subsidiary or (div) Except for the equity interests bonds, debentures, notes or other indebtedness of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Company’s Subsidiaries having the right to vote (ior convertible into, or exchangeable for, Equity Securities of such Subsidiary having the right to vote) owns, directly or indirectly, on any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any matter on which the holders of Equity Securities of such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as Subsidiary may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityvote.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the CompanyMarkmore’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (A) the Governing Documents COG Disclosure Letter, all of the outstanding ownership interests in each such SubsidiarySubsidiary of Markmore are owned by Markmore, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Company owns Except as set forth in the COG Disclosure Letter or contemplated in this Agreement, there are no outstanding (i) securities of record and beneficially Markmore or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Markmore, (ii) subscriptions, puts, calls, obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from Markmore or any of its Subsidiaries, or other obligations or commitments of Markmore or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of Markmore or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Markmore (the items in clauses (i) - (iii), in addition to all ownership interests of Xxxxxxxx’s Subsidiaries, being referred to collectively as the issued and outstanding “Markmore Subsidiary Securities”). There are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Markmore is a party or by which any Subsidiary of Markmore is bound with respect to the voting or transfer of any shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsSubsidiary, or for the repurchase (y) obligations or redemption commitments of shares Markmore or other equity interests any of such its Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its Markmore Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterMarkmore Subsidiary Securities, neither the Company Markmore nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries, the record and beneficial ownership with respect thereto, is set forth on Section 4.6(a) of the Member Disclosure Letter, (i) have been duly authorized and validly issued, areand, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such the issuing Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns Except as set forth on Section 4.6(b) of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Member Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock or equity interests of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares or other equity interest, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company are set forth on Section 4.07(a) of the Company Disclosure Letter. All of the issued and outstanding Equity Securities of each Subsidiary of the Company are owned of record and beneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements). The Option issued by Future Dao Singapore was duly and validly issued and has been duly and validly cancelled and is no longer outstanding and has not been converted or exchanged for any other Equity Securities of the Company or any Subsidiary. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptionsEquity Securities or equity appreciation, optionsphantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that requires any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity holders of the Company’s Subsidiaries may vote. (dc) Except for As of the equity interests date of this Agreement, neither the Company (other than in the Subsidiaries set forth on Section 4.2 4.07 of the Company Disclosure Letter, neither the Company ) nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting interest Equity Securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, areand, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens Liens, other than Permitted Liensrestrictions on transfer arising under applicable securities Laws. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, such Subsidiaries and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted LiensLiens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (b) The Company owns owns, directly or indirectly, of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted LiensLiens or Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (c) There Except as otherwise set forth in this Section 4.7 or permitted in accordance with Section 6.1 of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights interests of the Subsidiaries the value of which are is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) (i) Company Options to purchase 8,477,280 shares of common stock of VO Holdings and (ii) Company SARs relating to 290,689 shares of common stock of VO Holdings are outstanding. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each individual (identified by Carta identification numbers) who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of shares of common stock of VO Holdings subject thereto, vesting schedule and, if applicable, the exercise price and expiration date thereof. All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and properly approved by the Board of Directors of VO Holdings (or appropriate committee thereof). No Company Award was granted with an exercise price per share that was less than the fair market value of a share of a common stock of VO Holdings on the grant date as determined in accordance with Section 409A of the Code. (b) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries, and the record and beneficial ownership thereof, is set forth on Section 4.7(b) of the Company Disclosure Letter and (i) have been duly authorized and validly issued, areand, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such the issuing Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or issued equity interests (including all shares, warrants, preference shares, options and other such equity instruments) in the capital of each of the CompanyCorpAcq Holdco’s Subsidiaries (i) have been duly authorized and validly issuedissued and are fully paid, are, to the extent applicable, or credited as fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Lawspaid, and all requirements nonassessable. All of the outstanding ownership interests in each Subsidiary of CorpAcq Holdco other than the shares of certain Subsidiaries of CorpAcq Holdco held by third parties as set forth in (A) on Schedule 5.07 of the Governing Documents of each such SubsidiaryCorpAcq Schedules are owned by CorpAcq Holdco, directly or indirectly, legally and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject tobeneficially, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liensthe restrictions under applicable Securities Laws and Liens securing obligations under any CorpAcq financing agreement) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Company owns There are no outstanding (i) securities of record and beneficially all any of CorpAcq Holdco’s Subsidiaries convertible into or exchangeable for ownership interests in any of CorpAcq Holdco’s Subsidiaries, (ii) obligations, options, warrants or other rights, commitments, agreements or arrangements to acquire from any of CorpAcq Holdco’s Subsidiaries, or other obligations or commitments of any of CorpAcq Holdco’s Subsidiaries to issue, sell, create or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any of CorpAcq Holdco’s Subsidiaries or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the issued and outstanding value or price of, any ownership interests in, any of CorpAcq Holdco’s Subsidiaries (the items in clauses (i) through (iii) collectively, the “CorpAcq Holdco Subsidiary Securities”). Other than as set forth in the organizational documents of CorpAcq Holdco or any of its Subsidiaries, there are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any CorpAcq Party or their Subsidiaries is a party or by which any such Person is bound with respect to the voting or transfer of any shares of capital stock of CorpAcq Holdco’s Subsidiaries or equity interests of such Subsidiaries free and clear (y) obligations, arrangements, agreements or commitments of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights CorpAcq Party or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such their Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its CorpAcq Holdco Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stockcontribution or otherwise) or any agreements or resolutions to carry out any transaction having the effect of a reduction of capital, profits or reserves in any other Person. (dc) Except for the equity interests CorpAcq Holdco Subsidiary Securities, CorpAcq Holdco does not own any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person and does not have, and has not agreed to acquire, any interest in any body corporate other than the Subsidiaries. No shares of the Subsidiaries set forth on Section 4.2 capital stock are held in treasury by any Subsidiary of the Company Disclosure Letter, neither the Company CorpAcq Holdco. Neither CorpAcq Holdco nor any of the Company its Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest (excluding, for the avoidance of doubt, in connection with the Transaction Agreements and the Transactions) or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to makehereof, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except for Partnership Profits Interests Units outstanding as of the date of this Agreement as set forth in Section 4.6(e), the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) There Except for Partnership Profits Interests Units outstanding as of the date of this Agreement as set forth in Section 4.6(e), there are no outstanding subscriptions, options, warrants, profits interests, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral stock or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityequity interests.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens, and neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries: (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the number of issued and outstanding shares of capital stock or equity interests of such Subsidiaries as set forth on Section 4.2 of the Company Disclosure Letter, free and clear of any Liens other than Liens under the Governing Documents of the Company’s Subsidiaries and Permitted Liens. (c) There are no outstanding subscriptions, options, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariesany Subsidiary of the Company, any other equity interests or equity-related awards, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares Treasury Shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries Material Subsidiary (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Material Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Material Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liensrestrictions under applicable securities Laws). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Material Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Material Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests Equity Securities of the Material Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Material Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly Equity Securities or indirectly, any ownership, equity, profits or voting interest vote its Equity Securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entitymanner.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 4.07(a) of the Company Disclosure Schedules. All of the issued and outstanding shares Equity Securities of capital stock each Subsidiary of the Company are owned of record and beneficially, directly or equity interests indirectly, by the Company. The Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (A) the Governing Organizational Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (dc) Except for the equity interests of the Subsidiaries as set forth on Section 4.2 4.07(c) of the Company Disclosure LetterSchedules, as of the date of this Agreement, neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting interest Equity Securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted LiensLiens or Liens imposed by the Governing Documents of such Subsidiary. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on ‎Section 5.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Rubicon Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries as set forth on Section 4.2 in this ‎Section 5.7(d) of the Company Disclosure Letter, neither the Company nor any no Subsidiary Award as a result of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as consummation of the date hereof transactions contemplated herein, accelerates or otherwise becomes triggered (whether as may hereafter be in effect under which it may become obligated to makevesting, any future investment in exercisability, convertibility or capital contribution to any other entityotherwise).

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (ASection 7.07(a) of the Governing Documents Company Disclosure Letter, all of the outstanding ownership interests in each such SubsidiarySubsidiary of the Company are owned by the Company, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Except as set forth in Section 7.07(b) of the Company owns of record and beneficially all the issued and outstanding shares of capital stock Disclosure Letter or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There contemplated in this Agreement, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) subscriptions, puts, calls, obligations, options, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i) - (iii), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of its the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSubsidiary Securities, neither the Company nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. Schedule 2.7 sets forth the capitalization of each of the Subsidiaries of the Company listed on Schedule 2.2, including (ai) for each such Subsidiary that is a corporation, the number of shares of authorized capital stock, the par value of such stock, and the number of shares which are issued and outstanding for each such Subsidiary and held by the Company or its Subsidiaries and each other record, and to the knowledge of the Company, beneficial holder thereof and (ii) for each such Subsidiary that is a limited partnership, limited liability company or other non-corporate entity, a description of each class of equity interests that is authorized, and the number or percentage of such class of equity interests that are held by the Company or its Subsidiaries and each other record, and to the knowledge of the Company, beneficial holder thereof. The outstanding shares of capital stock or other equity interests securities of each Subsidiary of the Company’s Subsidiaries Company (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; nonassessable and (ii) have been offered, sold and were issued in compliance with any preemptive right of stockholders and all applicable LawLaws, including federal and applicable state securities Laws, and all requirements laws. Except as set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Lawon Schedule 2.7, the Governing Documents Company or one or more of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company its Subsidiaries owns of record and beneficially all the issued and outstanding shares of capital stock or other equity interests securities of such all of its Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There . Except as set forth on Schedule 2.7, there are no outstanding subscriptions, options, warrants, rights or other equity securities (including debt securities) exercisable or exchangeable for any capital stock or other equity securities of such Subsidiariesany Subsidiary of the Company, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares or other equity securities, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value any capital stock of which are determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral stock or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityequity securities.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable, including that all amounts provided for in any agreements for the purchase of shares of the Company have been fully paid and such shares have been issued prior to the date hereof unless disclosed in Section 4.7(a) of the Company Disclosure Letter; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens Liens, other than Permitted Securities Liens. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company, directly or indirectly, owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) . Except for the equity interests of the Subsidiaries as set forth on Section 4.2 4.7(b) of the Company Disclosure Letter, neither the Company nor does not own any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest other equity interests in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityperson.

Capitalization of Subsidiaries. (a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company are beneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessableassessable in accordance with their Organizational Documents; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) except as provided under the Control Documents, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) to the Knowledge of the Company, are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents, the Transaction Agreements and the Company Series A Transaction Documents), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrantsrestricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariessimilar rights with respect to the Equity Securities of, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsor voting interest in, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany. Except as provided under the Control Documents, no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company, and there are no voting trustswarrants, proxies purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or agreements of any kind which may obligate first offer or other Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (dc) Except for the equity interests As of the Subsidiaries set forth on Section 4.2 date of the Company Disclosure Letterthis Agreement, neither the Company nor any of its Subsidiaries owns any Equity Securities in any Person other than the Company Subsidiaries Group Companies. (d) Pursuant to the Control Documents, (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, the WFOE has exclusive control over the VIE Entity and its Subsidiaries and is entitled to all of the economic benefits and residual returns from the operations of the VIE Entity and its Subsidiaries; and (ii) has any agreement or commitment to purchase any such the VIE Entity is a “variable interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as entity” of the date hereof or Company and its financial results are consolidated into consolidated financial statements of the Company as may hereafter be in effect if it were a wholly owned Subsidiary of the Company, under which it may become obligated to make, any future investment in or capital contribution to any other entitythe IFRS.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on ‎Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries as set forth on Section 4.2 in this ‎Section 4.7(d) of the Company Disclosure Letter, neither the Company nor any no Subsidiary Award as a result of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as consummation of the date hereof transactions contemplated herein, accelerates or otherwise becomes triggered (whether as may hereafter be in effect under which it may become obligated to makevesting, any future investment in exercisability, convertibility or capital contribution to any other entityotherwise).

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Section 4.7(c) of the Company Disclosure Letter sets forth the class and number of equity interests of each entity (collectively, the “Minority-Owned Entities”) in which the Company, directly or indirectly, has a minority interest (collectively, “Minority Interests”). To the knowledge of the Company, the Minority Interests (i) have been duly authorized and validly issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the applicable Minority-Owned Entities and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Table of Contents Governing Documents of the applicable Minority-Owned Entities or any Contract to which any such Minority-Owned Entity is a party or otherwise bound; and (iv) are free and clear of any Liens. (d) Except as set forth on Section 4.7(d) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest vote its equity interests in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entitymanner.

Capitalization of Subsidiaries. (a) The issued and outstanding shares of share capital stock or equity interests other Equity Securities of each Subsidiary of the Company’s Subsidiaries MultiplAI (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) are were issued free and clear of any Liens other than Permitted Liens. (b) The Company MultiplAI owns of record and beneficially all the issued and outstanding shares Equity Securities of capital stock or equity interests of such Subsidiaries its Subsidiaries, free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, restricted shares, restricted share units, share appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such MultiplAI’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests Equity Securities of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities or to provide funds to or make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityperson.

Capitalization of Subsidiaries. (a) The outstanding Section 5.7(a) of the SIM Disclosure Letter sets forth, as of the date of this Agreement, with respect to each Subsidiary of SIM, the number of authorized shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance number of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries Subsidiary, the record owners thereof and the number of shares of capital stock or equity interests of such Subsidiary owned by each such record owner. All of the issued and outstanding shares of capital stock and equity interests of each Subsidiary of SIM have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of any preemptive rights and, at the Closing, will be free and clear of any all Liens (other than Liens arising under applicable securities Laws, Liens of the type described in clause (h) of the definition of “Permitted Liens,” Liens arising under any of the Ancillary Agreements or those restrictions on transfer contained in the governing documents of the applicable Subsidiary of SIM). (b) Except as set forth in Section 5.7(b) of the SIM Disclosure Letter or as may be issued, granted or entered into prior to the Closing in accordance with Section 3.2(c), Section 3.2(d), Section 3.5 or Section 8.2, there are no outstanding options, stock appreciation rights, subscriptions, warrants or rights (including any preemptive rights) with respect to capital stock or equity interests of any Subsidiary of SIM or other securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any Subsidiary of SIM, and there are no Contracts to which any member of the SIM Group is a party or bound of any kind (i) that may obligate any Subsidiary of SIM to issue, purchase, redeem, sell, vote or otherwise acquire any capital stock or equity interests of such Subsidiary, (ii) relating to options, stock appreciation rights, subscriptions, warrants or rights (including any preemptive rights) with respect to capital stock or equity interests of any Subsidiary of SIM or other securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any Subsidiary of SIM or (iii) the value of which is determined by reference to shares of capital stock or equity interests of any Subsidiary of SIM. (c) There are no outstanding subscriptionsExcept as may be entered into prior to the Closing in accordance with Section 8.2, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no stockholder agreements, investor rights agreements, registration rights agreements, voting agreements or trusts, proxies or agreements other Contracts or understandings in effect with respect to the voting, ownership, acquisition or transfer of any kind which may obligate any Subsidiary shares of the Company capital stock or equity interests in Subsidiaries of SIM (including Contracts relating to issuerights of first refusal, purchase, register for sale, redeem co-sale rights or otherwise acquire any of its capital stockdrag-along rights). (d) Except for interests in their respective Subsidiaries or as may be permitted prior to the equity interests Closing in accordance with Section 8.2, no member of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) SIM Group owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any writteninvestment in the form of equity in, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as and no member of the date hereof SIM Group is subject to any obligation or as may hereafter be in effect under which it may become obligated requirement to makeprovide for or make any investment in, any future investment in or capital contribution to any Person (other entitythan another member of the SIM Group).

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Grosvenor Companies’ Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns Except as set forth on Section 3.7(b) of the Grosvenor Companies Disclosure Letter, following the completion of the Pre-Closing Restructuring, the Grosvenor Companies will collectively own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such the Grosvenor Companies’ Subsidiaries (prior to the Pre-Closing Restructuring, notwithstanding Section 1.2(e)) free and clear of any Liens other than Permitted Liensrestrictions arising under applicable securities Laws and the Governing Documents of such Subsidiaries (as applicable). (c) There Except as set forth on Section 3.7(c) of the Grosvenor Companies Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariesany Subsidiaries of the Grosvenor Companies, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the any Grosvenor Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as As of the date hereof and as of immediately prior to the Effective Time, the authorized capital stock of GCM PubCo is 100 shares of common stock, par value $0.0001 per share, all of which shares are issued and outstanding. GCM Pubco was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Closing except as may hereafter be in effect under which it may become obligated expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and Transactions, will have no, material assets, liabilities or obligations of any kind or nature whatsoever other than those incident to make, any future investment in or capital contribution to any other entityits formation.

Capitalization of Subsidiaries. (a) MIC is the sole general partner of the Operating Partnership. The issued and outstanding limited partnership or other equity interests of the Operating Partnership, as of the date of this Agreement, consists of 16,959,593 OP Common Units, 425,532 OP Class A Units, 282,027 OP LTIP Units, 1,500,000 OP Performance Units, 39,811 OP Series 1 Preferred Units and 2,862 OP Series A Preferred Units. A true and complete list, as of the date hereof, of all of the issued and outstanding partnership and other equity interests of the Operating Partnership is set forth on ‎Section 4.7(a) of the Company Disclosure Letter, along with the record owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company directly or indirectly owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries (or, in the case of the Operating Partnership, the general partnership interest and the limited partnership interests set forth on ‎Section 4.7(a) of the Company Disclosure Letter) free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (c) There Except as set forth on ‎Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Mobile Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries as set forth on Section 4.2 in this ‎Section 4.7(d) of the Company Disclosure Letter, neither the Company nor any no Subsidiary Award as a result of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as consummation of the date hereof transactions contemplated herein, accelerates or otherwise becomes triggered (whether as may hereafter be in effect under which it may become obligated to makevesting, any future investment in exercisability, convertibility or capital contribution to any other entityotherwise).

Capitalization of Subsidiaries. (a) MIC is the sole general partner of the Operating Partnership. The issued and outstanding limited partnership or other equity interests of the Operating Partnership, as of the date of this Agreement, consists of 16,959,593 OP Common Units, 425,532 OP Class A Units, 282,027 OP LTIP Units, 1,500,000 OP Performance Units, 39,811 OP Series 1 Preferred Units and 2,862 OP Series A Preferred Units. A true and complete list, as of the date hereof, of all of the issued and outstanding partnership and other equity interests of the Operating Partnership is set forth on Section 4.7(a) of the Company Disclosure Letter, along with the record owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company directly or indirectly owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries (or, in the case of the Operating Partnership, the general partnership interest and the limited partnership interests set forth on Section 4.7(a) of the Company Disclosure Letter) free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Mobile Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries as set forth on in this Section 4.2 4.7(d) of the Company Disclosure Letter, neither the Company nor any no Subsidiary Award as a result of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as consummation of the date hereof transactions contemplated herein, accelerates or otherwise becomes triggered (whether as may hereafter be in effect under which it may become obligated to makevesting, any future investment in exercisability, convertibility or capital contribution to any other entityotherwise).

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries as set forth on in this Section 4.2 4.7(d) of the Company Disclosure Letter, neither the Company nor any no Subsidiary Award as a result of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as consummation of the date hereof transactions contemplated herein, accelerates or otherwise becomes triggered (whether as may hereafter be in effect under which it may become obligated to makevesting, any future investment in exercisability, convertibility or capital contribution to any other entityotherwise).

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liensnonassessable. (b) The Except as set forth on Section 4.7(b) of the Company owns Disclosure Letter, the Company or one or more of its wholly owned Subsidiaries collectively own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There For each of the Company’s Subsidiaries not so wholly owned by the Company or one or more of its Subsidiaries, Section 4.7(c) of the Company Disclosure Letter sets forth the number of all issued and outstanding securities, including shares of each class of capital stock or equity interests, the names of the holders thereof and the number of shares or equity interests held by each holder of such Subsidiary. Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries Subsidiaries’ capital stock, or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no any voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests Schedule 4.07(a) sets forth a list of each of the Subsidiaries of the Company’s Subsidiaries , including (i) its name and jurisdiction of incorporation or formation, (ii) the number of authorized (if applicable), issued and outstanding shares of each class of its capital stock, units, partnership interests or membership interests, as applicable, and (iii) the holder of such shares, units, or interests, as applicable. All of the outstanding equity securities in each Subsidiary of the Company (A) have been duly authorized and validly issuedissued and, are, to the extent if applicable, are fully paid and non-assessable; nonassessable, (iiB) have been offered, sold and were issued in compliance in all material respects with the organizational documents of such Subsidiary and applicable Law, including federal and state securities Securities Laws, and all requirements set forth (iv) were not issued in (A) the Governing Documents breach or violation of each such Subsidiaryany preemptive rights or Contract, and (B) any other applicable Contracts governing the issuance of such securities; (iiiv) are not subject to, nor have they been issued in violation of, any purchase option, call option, right owned of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, record and beneficially by the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ivPersons set forth on Schedule 4.07(a) are free and clear of any Liens (other than Permitted LiensLiens and the restrictions under applicable Securities Laws). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other Other than Permitted Liens. (c) There as set forth on Schedule 4.07(a), there are no outstanding subscriptions(i) securities of any of the Company’s Subsidiaries convertible into or exchangeable for equity securities in such Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from any of the Company’s Subsidiaries, or other obligations or commitments of any of the Company’s Subsidiaries to issue, sell or otherwise transfer, any equity securities in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesequity securities in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) equity appreciation rights, “phantom” equity or similar rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any equity securities in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to issueall equity securities in the Company’s Subsidiaries, purchasecollectively, register for sale“Company Subsidiary Securities”). There are no (A) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any of its equity securities, or (B) obligations or commitments of any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any of its the Company Subsidiary Securities or make payments in respect of the Company Subsidiary Securities, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSubsidiary Securities, neither the Company nor any of the Company its Subsidiaries (i) ownsowns any equity securities in, directly or indirectlyany interest convertible, exchangeable or exercisable for, any ownershipequity securities in, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of authorized capital stock or of Xxxxxx’x Subsidiaries is set forth on Schedule 3.5(a). All of the equity interests of each of the Company’s Xxxxxx’x Subsidiaries (i) which are issued and outstanding, have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offeredassessable and are owned of record and beneficially by Xxxxxx or one or more of its Subsidiaries, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens(except as set forth on Schedule 3.5(a)). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom stock rights, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights or other securities (including debt securities) convertible into or exercisable or exchangeable for any capital stock or other ownership interests or securities of such any of Xxxxxx’x Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares of the capital stock or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Xxxxxx’x Subsidiaries, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company Xxxxxx to issue, purchase, register for sale, redeem or otherwise acquire any of its securities or interests. There are no contracts under which Xxxxxx or any of its Subsidiaries is obligated to repurchase, redeem or otherwise acquire any capital stock. (d) Except for the stock or equity interests of the Subsidiaries set forth on Section 4.2 Xxxxxx’x Subsidiaries. No shares of capital stock or equity interests of any Subsidiary of Xxxxxx are reserved for issuance. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect of the Company Disclosure Letterpurchase, neither sale or voting of the Company nor outstanding shares of the capital stock or other equity interests of any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityXxxxxx’x Subsidiaries.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Parties issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Company Parties’ Subsidiaries (iw) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (iix) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iiiy) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ivz) to the knowledge of the Company Parties, are free and clear of any Liens (other than Permitted Liensas set forth in the Governing Documents of such Subsidiary and transfer restrictions under applicable securities Laws). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company Parties to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Liens under the Governing Documents of the Subsidiaries and Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other equity interests or equity-related awards, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests of each of other Equity Securities the Company’s Subsidiaries Subsidiary (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares Equity Securities of capital stock or equity interests of such Subsidiaries each Subsidiary as set forth in Section 5.2 free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries Subsidiary or other rights the value of which are is determined by reference to shares or other equity interests of the SubsidiariesSubsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicableapplicable and where required by applicable Law, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as contemplated by this Agreement or the other Transaction Documents, the Company owns owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There Except as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or other rights Subsidiary the value of which are is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in (A) each Subsidiary of the Governing Documents of each such SubsidiaryCompany are owned by the Company, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Except as set forth on Section 5.07(b) of the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Disclosure Letter, there are no outstanding subscriptions(i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i)-(iii), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of its the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSubsidiary Securities, neither the Company nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) Schedule 4.8(a) sets forth a complete and accurate list of the authorized, issued and outstanding Capital Stock of (x) each of the Subsidiaries of the Company that is not wholly owned by the Company or a Subsidiary of the Company, and (y) each of the Subsidiaries of the Partnerships. (b) The outstanding shares of capital stock or equity interests Capital Stock of each of the Company’s Subsidiaries (i) of the Company and each of the Subsidiaries of the Partnerships have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in on Schedule 4.8(b), (Ai) the Governing Documents Company or one or more of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares Capital Stock of capital stock or equity interests the Subsidiaries, and (ii) the Partnerships own of such record and beneficially all the issued and outstanding Capital Stock of the Subsidiaries of the Partnerships, in each case in the case of clause (i) and (ii), free and clear of any Liens other than Permitted Liens. (cA) There as set forth in Schedule 4.8(b), (B) for any restrictions on sales of securities under applicable securities Laws, or (C) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Subsidiary. Except as set forth on Schedule 4.8(b), the Company and its Subsidiaries do not own any Capital Stock of any Person other than the Partnerships, the Partnerships do not own any Capital Stock of any Person other than the Subsidiaries of the Partnerships, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Capital Stock of such Subsidiariesany of the Company’s Subsidiaries or any Subsidiaries of the Partnerships, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any Subsidiary of additional sharesthe Company or any Partnership of any Capital Stock, the sale by any Subsidiary of the Company or any Subsidiary of any Partnership of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares or other equity interests the Capital Stock of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany or any Subsidiary of any Partnership, and there are no voting trusts, proxies or agreements any Contracts of any kind which may obligate any Subsidiary of the Company or any Subsidiary of any Partnership to issue, purchase, register for sale, redeem or otherwise acquire any of its Capital Stock, or, except as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Subsidiary, requiring the Company or any of its Subsidiaries, or the Partnerships or any Subsidiaries of the Partnerships to provide funds to, make any investment (in the form of a loan, capital stockcontribution or otherwise) in, any Subsidiary of the Company or any Subsidiary of the Partnerships. (dc) Except Schedule 4.8(c) sets forth for each Partnership the percentage (expressed as a decimal rounded to the nearest hundredth) pecuniary interest of the equity interests interest of the Subsidiaries set forth on Section 4.2 of such Partnership owned by the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, an Affiliate thereof as of the date hereof of this Agreement. All of the equity interests in the Partnerships owned directly or indirectly by the Company are owned free and clear of any Liens other than (i) as may hereafter be set forth in effect the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Partnership, or (ii) for any restrictions on sales of securities under which it may become obligated applicable securities Laws. There are no outstanding contractual obligations of the Company or any of its Subsidiaries requiring the issuance, purchase, registration for sale, redemption or other acquisition of any equity interest in any of the Partnerships or requiring the Company or any of its Subsidiaries to makeprovide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, any future investment Partnership except (x) as set forth on Schedule 4.8(c) or (y) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or capital contribution to any other entitybylaws, or similar governing documents of such Partnership.

Capitalization of Subsidiaries. (a) The outstanding shares Section 3.05(a) of capital stock the Parent Disclosure Schedules sets forth a true and complete statement of (i) the number and class or equity interests series (as applicable) of all of the Equity Securities of each Subsidiary of the Company’s Subsidiaries Company issued and outstanding and (iii) the identity of the Persons that are the legal, record and beneficial owners thereof, in each case, as of the date of this Agreement. All of the Equity Securities of each Subsidiary of the Company (A) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; nonassessable, (iiB) were not issued in violation of the Governing Documents of such Subsidiary or any other Contract to which such Subsidiary is party or bound, (C) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (D) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, Securities Laws and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ivE) are free and clear of any all Liens (other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) transfer restrictions under applicable Securities Law). There are no outstanding subscriptions(x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock/shares, restricted stock units, performance stock units, phantom stock/shares, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contracts that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockthe Subsidiaries of the Company, other than as contemplated by the Transaction Documents and the Transactions. There are no voting trusts, proxies or other Contracts with respect to the voting or Transfer of any Equity Securities of any Subsidiary of the Company to which the Company is party or by which it is bound, other than as contemplated by the Transaction Documents and the Transactions. (db) Except for the equity interests Equity Securities of the Subsidiaries set forth on Section 4.2 3.05(a) of the Company Parent Disclosure LetterSchedules (and any changes to such Equity Securities expressly contemplated by the Pre-Closing Reorganization), neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest (excluding, for the avoidance of doubt, in connection with the Transaction Documents and the Transactions, including the Pre-Closing Reorganization) or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to makehereof, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The All of the issued and outstanding shares Equity Securities of capital stock each Subsidiary of the Company as of the date of this Agreement are set forth on Schedule 4.07(a). All of the issued and outstanding Equity Securities of each Subsidiary of the Company are owned of record and beneficially, directly or equity interests indirectly, by the Company. Except as set forth on Schedule 4.07(a), the Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Law, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, Equity Securities or options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. Except as set forth on Schedule 4.07(b), no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of its capital stockany Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (dc) Except for the equity interests As of the Subsidiaries set forth on Section 4.2 date of the Company Disclosure Letterthis Agreement, neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting interest Equity Securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, acquired, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, corporate Laws, and foreign exchange Laws, and all requirements set forth in (A) the Governing Organizational Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth in Section 3.4(b) of the Company owns Disclosure Schedules or as contemplated by this Agreement or the other Transaction Documents, the Company has exclusive and full legal ownership, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any Subsidiary of the Company exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or other rights Subsidiary the value of which are is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company beneficially owns, and the Company or one of the Company’s Subsidiaries owns of record and beneficially record, all the issued and outstanding shares of capital stock or equity interests of such the Company’s Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The All of the outstanding ownership interests in each Subsidiary of Fathom are owned by Fathom, directly or indirectly, free and clear of any Liens (other than the restrictions under applicable Securities Laws and Liens securing obligations under any Fathom Financing Agreements) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. Schedule 5.07(a) of the Fathom Schedules sets forth, as of the Execution Date, a true, correct and complete list of all of the issued and outstanding membership, limited liability company and other equity, ownership, profit, voting or similar interests in, or securities of, the Subsidiaries of Fathom, together with all interests or securities convertible into or exchangeable or exercisable for any of the foregoing and all rights, commitments or arrangements to subscribe for or acquire (or obligations or commitments of Fathom to issue, sell or otherwise transfer) any such interests or securities of Fathom’s Subsidiaries (collectively, “Fathom Subsidiary Securities”), including, in each case, (a) the record and beneficial owners thereof and (b) the number and class of units, shares or other interest or security held by each such record and beneficial owner. Except as set forth on Schedule 5.07(a), as of capital stock the Execution Date there are no other Fathom Subsidiary Securities or other equity interests of each Fathom or its Subsidiaries authorized, reserved, issued or outstanding. As of the Company’s Subsidiaries Execution Date, all of the issued and outstanding Fathom Subsidiary Securities (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; nonassessable, (ii) have been offered, sold and were issued in compliance in all material respects with applicable Law, including federal Securities Law and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are were not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary preemptive or any Contract to which each such Subsidiary is a party similar rights or otherwise bound; and (iv) are free and clear of any Liens other than Permitted LiensContract. (b) The Company owns Except as set forth on Schedule 5.07(b), as of record and beneficially all the issued and outstanding shares Execution Date, for each Subsidiary of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. Fathom, there are (ci) There are no outstanding subscriptions, calls, options, warrants, rights or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Fathom Subsidiary Securities or the equity interests of any Subsidiary of Fathom, or any other Contracts to which a Subsidiary of Fathom is a party or by which a Subsidiary of Fathom is bound obligating Fathom or its Subsidiaries to issue or sell any shares of capital stock of such Subsidiariesof, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries in or other rights the value of which are determined by reference to shares debt securities of, Fathom or other equity interests of the its Subsidiaries, and there are (ii) no voting trustsequity equivalents, proxies stock appreciation rights, phantom stock ownership interests or agreements similar rights in any Subsidiaries of any kind which may obligate any Subsidiary Fathom, (iii) no outstanding contractual obligations of the Company Fathom or its Subsidiaries to issue, purchase, register for salerepurchase, redeem or otherwise acquire any securities or equity interests of Fathom or its Subsidiary or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital Table of Contents contribution or otherwise) in any other Person, and (iv) no outstanding bonds, debentures, notes or other indebtedness of Fathom or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of Fathom’s Subsidiaries may vote. Except as set forth on Schedule 5.07(b)(v), as of the Execution Date Fathom is not party to any (i) voting trusts, proxies, equityholders agreements, registration rights agreements relating to its equity interests or other similar agreements or understandings to which any Subsidiary of Fathom is a party or by which any Subsidiary of Fathom is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (ii) obligations or commitments of Fathom or any of its capital stock. (d) Except for Subsidiaries to repurchase, redeem or otherwise acquire any Fathom Subsidiary Securities or the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterFathom. Except for Fathom Subsidiary Securities, neither the Company Fathom nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, the applicable Subsidiary and (B) any other applicable Contracts governing the issuance of such securities; securities to which the applicable Subsidiary is a party or otherwise bound, (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such the applicable Subsidiary or any Contract to which each such the applicable Subsidiary is was a party or otherwise bound; bound at the time of such issuance and (ivv) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens other than Permitted Liens. (b) The Company or another direct or indirect wholly owned Subsidiary of the Company owns of record and beneficially all the issued and outstanding shares Equity Securities of capital stock or equity interests each of such the Company’s Subsidiaries free and clear of any Liens (other than Permitted Liens). (c) There Except as set forth in Section 5.7(c) of the Company Disclosure Letter, as of the date hereof, there are no outstanding (i) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Equity Securities of any capital stock of such Subsidiaries, the Company’s Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts to which any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issueissue or sell any Equity Securities of such Subsidiary, purchase(ii) equity equivalents, register for salestock appreciation rights, phantom stock ownership interests or similar rights in any of the Company’s Subsidiaries, (iii) Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of its capital stock. such Subsidiary or (div) Except for the equity interests bonds, debentures, notes or other indebtedness of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Company’s Subsidiaries having the right to vote (ior convertible into, or exchangeable for, Equity Securities of such Subsidiary having the right to vote) owns, directly or indirectly, on any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any matter on which the holders of Equity Securities of such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as Subsidiary may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityvote.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in (A) each Subsidiary of the Governing Documents of each such SubsidiaryCompany are owned by the Company, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) The Except as set forth on Section 5.07(b) of the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Disclosure Letter, there are no outstanding subscriptions(i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of its the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) in any other Person. Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSubsidiary Securities, neither the Company nor any of the Company its Subsidiaries (i) ownsowns any equity, directly ownership, profit, voting or indirectlysimilar interest in or any interest convertible, exchangeable or exercisable for, any ownership, equity, profits profit, voting or voting similar interest in in, any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The issued and outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) are were issued free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares Equity Securities of capital stock or equity interests its Subsidiaries (including, for the avoidance of such doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) and, as of the Closing Date, upon completion of the MultiplAI Contribution, except if the MultiplAI Share Purchase Agreement has been terminated in accordance with its terms, its Subsidiaries and MultiplAI, free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, restricted shares, restricted share units, share appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such the Company’s Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) and, as of the Closing Date, upon completion of the Restructuring and the MultiplAI Contribution, except if the MultiplAI Share Purchase Agreement has been terminated in accordance with its terms, the Company’s Subsidiaries, MultiplAI and MultiplAI’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests Equity Securities of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities or to provide funds to or make any investment (in the form of a loan, capital stock. (dcontribution or otherwise) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityperson.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicableapplicable and where required by applicable Laws, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable LawLaws, including federal and state securities Laws, and all requirements set forth in (Ax) the Governing Organizational Documents of each such Subsidiary, and (By) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (iii) except as set forth on Section 3.4(a) of the Company Disclosure Letter, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 3.2 of the Company owns Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There Except as set forth on Section 3.4(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or other rights Subsidiary the value of which are is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor and have they not been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens Liens, other than Permitted Liensrestrictions on transfer under applicable securities Laws. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding capital stock or equity interests of, and no subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of or equity interests of, such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockstock or equity interests. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s 's Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth in Section 4.7(b), the Company owns owns, directly or indirectly, of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted LiensLiens or Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter or permitted in accordance with Section 6.1 of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liensnonassessable. (b) The Except as set forth on Section 4.7 of the Company owns Disclosure Letter, the Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There For each of the Company’s Subsidiaries not so wholly owned by the Company or one or more of its Subsidiaries, Section 4.7 of the Company Disclosure Letter sets forth the number of all issued and outstanding securities, including shares of each class of capital stock or equity interests, the names of the holders thereof and the number of shares or equity interests held by each holder of such Subsidiary. Except as set forth on Section 4.7 of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries Subsidiaries’ capital stock, or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no any voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock (or other equity interests interests) of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and, are, to the extent if applicable, are fully paid and non-assessable; assessable (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Lawswhere such concepts are applicable), and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, preemptive subscription right, subscription right preemptive or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) right. The Company owns or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock (or other equity interests interests) of such each of its Subsidiaries free and clear of any Liens other than Permitted Liens. (a) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (b) for any restrictions on sales of securities under applicable securities Laws and (c) Permitted Liens. There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible into or exercisable or exchangeable for for, or valued by reference to, any shares of capital stock (or other equity interests) of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests of such Subsidiaries interests), or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company to issue, deliver, purchase, sell, register for sale, redeem or otherwise acquire any of its shares of capital stock. stock (d) or other equity interests). Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure LetterSchedule 4.2, neither the Company nor any of the Company its Subsidiaries (i) owns, directly or indirectly, owns any ownership, equity, profits or voting equity interest in any other Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (iw) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (iix) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iiiy) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ivz) are free and clear of any Liens (other than Permitted Liens). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth in Section 4.7(b) of the Company Disclosure Letter, the Company owns of on record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth in Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 There are no written agreements, proxies or trusts to which any Subsidiary of the Company Disclosure Letter, neither is a party with respect to the Company nor any voting or transfer of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest securities in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking the capital of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entitythat Subsidiary.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests Equity Interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; , (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; Equity Interests, (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; bound and (iv) except as set forth on Section 5.7 of the Company Disclosure Letter, are free and clear of any Liens (other than Permitted Liens). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for Equity Interests of any capital stock of such the Company’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesEquity Interests, the sale of treasury shares or other equity interestsEquity Interests, or for the repurchase or redemption of shares or other equity interests Equity Interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests Equity Interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Interests. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; , (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; , (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; bound and (iv) are free and clear of any Liens (other than Permitted Liens). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. The authorized capital stock of each Subsidiary of Xxxxxx, including Merger Sub, is disclosed in Section 5.1.2 of the Xxxxxx Disclosure Schedule, including (ai) The the types of authorized shares, (ii) number of shares issued and outstanding as of August 3, 2001, (iii) number of shares issued and held in the Treasury of any such Subsidiary, and (iv) a listing of the holders of all outstanding shares together with the number of shares owned by each. There are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued capital stock of any Subsidiary of Xxxxxx obligating Xxxxxx or such Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interests interest in such Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating such Subsidiary or Xxxxxx to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. There are no outstanding contractual obligations of any Subsidiary of Xxxxxx or Xxxxxx to repurchase, redeem or otherwise acquire any shares or other capital stock of any Subsidiary of Xxxxxx, or to make any payments based on the market price or value of shares or other capital stock of any Subsidiary of Xxxxxx, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the ordinary and usual course of business consistent with past practice. All of the outstanding shares of each Subsidiary of the Company’s Subsidiaries (i) have been Xxxxxx are duly authorized and authorized, validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) . Since August 3, 2001, there have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents no issuances of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of the capital stock or equity interests of such Subsidiaries free and clear other securities of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, Subsidiary of Xxxxxx or of options, warrants, warrants and rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference with respect to shares or other equity interests securities of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockXxxxxx. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The Except as set forth on Section 3.4(a) of the Company Disclosure Letter, the outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Organizational Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Except as set forth on Section 3.4(b) of the Company owns Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. (c) There Except as set forth on Section 3.4(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or other rights Subsidiary the value of which are is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, the applicable Subsidiary and (B) any other applicable Contracts governing the issuance of such securities; securities to which the applicable Subsidiary is a party or otherwise bound, (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such the applicable Subsidiary or any Contract to which each such the applicable Subsidiary is a party or otherwise bound; bound and (ivv) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are owned of record or beneficially owned by the Company or another direct or indirect wholly owned Subsidiary of the Company free and clear of any Liens (other than Permitted Liens). (b) The Except as set forth in Section 5.7(b) of the Company owns Disclosure Letter, as of record and beneficially all the issued and outstanding shares date of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There this Agreement, there are no outstanding (i) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Equity Securities of any capital stock of such Subsidiaries, the Company’s Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts to which any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issueissue or sell any Equity Securities of such Subsidiary, purchase(ii) equity equivalents, register for salestock appreciation rights, phantom stock ownership interests or similar rights in any of the Company’s Subsidiaries, (iii) Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of its capital stock. such Subsidiary or (div) Except for the equity interests bonds, debentures, notes or other indebtedness of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Company’s Subsidiaries having the right to vote (ior convertible into, or exchangeable for, Equity Securities of such Subsidiary having the right to vote) owns, directly or indirectly, on any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any matter on which the holders of Equity Securities of such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as Subsidiary may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entityvote.

Capitalization of Subsidiaries. (a) The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (for the purpose of this Section 4.7(a) only, excluding the Acquisition Entities) (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) are were issued free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options, restricted stock, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or other rights the value of which are is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) A list of the names of the Company’s Subsidiaries, including their jurisdiction of organization and the name of any equity holder other than the Company or any Subsidiary of the Company is set forth in Section 4.7(a) of the Company Disclosure Letter. The outstanding shares of capital stock share or equity interests of each of the Company’s Subsidiaries Subsidiaries: (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A1) the Governing Documents of each such Subsidiary, and (B2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock share or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) . Except for the equity interests of the Subsidiaries as set forth on in Section 4.2 4.7(b) of the Company Disclosure Letter, neither the Company nor its Subsidiaries hold any Securities of any Person. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, the equity securities of the Company that have been issued to PRC residents and subject to any of the Company Subsidiaries (i) owns, directly registration or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as reporting requirements of the date hereof rules and regulations of the State Administration of Foreign Exchange of the PRC, have been issued and held in compliance with such reporting or as may hereafter be in effect under which it may become obligated registration requirements with respect to make, any future such investment in or capital contribution to any other entitythe Company.

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock stock, or equity interests other ownership interests, as applicable, of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (A) Schedule 3.7, the Governing Documents Company or one or more of each such Subsidiaryits wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock, and (B) any or other applicable Contracts governing the issuance ownership interests, as applicable, of such securities; (iii) Subsidiaries free and clear of any Liens other than Permitted Liens and all such outstanding shares of capital stock, or other ownership interests, as applicable, of such Subsidiaries are not subject to, nor have they been to or issued in violation of, of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any the local or state law applicable Lawto such shares, the Governing Documents such Subsidiary’s certificate of each such Subsidiary incorporation, bylaws or other organizational document, or any Contract to which each such Subsidiary the Company or any of its Subsidiaries is a party or it or any of its properties or assets is otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) . There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock stock, or other ownership interests, as applicable, of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares of such Subsidiaries’ capital stock, or other equity interests of such Subsidiaries ownership interests, as applicable, or other rights the value of which are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) , or other ownership interests, as applicable. Except for its interests in its Subsidiaries and except for the equity ownership interests of the Subsidiaries set forth on Section 4.2 of in Schedule 3.7, the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) ownsdoes not own, directly or indirectly, any ownershipcapital stock, membership interest, partnership interest, joint venture interest or other equity or equity-linked interest, profits or voting interest hold any Voting Company Debt, or other ownership interests in any Person, Person (ii) has any agreement other than such shares or commitment to purchase any such interest or (iii) has agreed nor interests having a value that is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entitynot material).