Common use of Capitalization of the Company and the Company Subsidiaries Clause in Contracts

Capitalization of the Company and the Company Subsidiaries. (i) The authorized capital stock of the Company consists solely of: (A) 10,000,000 shares of Company Common Stock, of which 5,416,707 shares are issued and outstanding, prior to giving effect to the issuance of shares issuable pursuant to this Subscription Agreement and the Subscriptions Agreements of the current Shareholders of the Company; and (B) no shares of Company Common Stock are reserved for issuance in respect of issued and outstanding Rights. No shares of Company Common Stock are held in the treasury of the Company. There are no Rights issued or outstanding for Equity Interests of the Company. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and non-assessable. (ii) Each Company Subsidiary is wholly owned by the Company or another Company Subsidiary and no Rights in respect of the Equity Interests of any Company Subsidiary has been granted in respect of any Company Subsidiary. All of the issued and outstanding Equity Interests of each Company Subsidiary have been duly authorized, validly issued, fully paid and are non-assessable and are owned directly or indirectly by the Company or another Company Subsidiary, free and clear of all Liens and free of any other restriction, including any restriction on the right to vote, sell or otherwise dispose of such Equity Interests. (iii) At the closing of this Subscription, after giving effect to the transactions contemplated to occur at or prior to closing hereunder, no Rights will be or become exercisable or exchangeable for, convertible into, or otherwise give its holder any right to acquire any Equity Interests of the Company or any Company Subsidiary except for Rights described in and permitted pursuant to the Shareholders Agreement. (iv) Each Subsidiary of the Company is set forth on Schedule 4(b) annexed hereto. Except for the Company Subsidiaries and MAKO (effective upon receipt by the Company of the MAKO Shares), neither the Company nor any Company Subsidiary controls directly or indirectly or has any direct or indirect Equity Interests, Rights or equity participation in any corporation, partnership, trust, or other business association and there is no other party with respect to which (A) the Company or any Company Subsidiary may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned in such party (if any) or (B) the Company or any Company Subsidiary may be liable under any circumstances for the payment of additional amounts with respect to its interest in such party, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwise.

Capitalization of the Company and the Company Subsidiaries. (i) The total authorized capital stock of the Company consists solely of: (A) 10,000,000 is 3,000,000 shares of Company Common Stock, of which 5,416,707 250,745.104 shares are issued and outstanding, prior to giving effect to the issuance outstanding and of shares issuable pursuant to this Subscription Agreement and the Subscriptions Agreements of the current Shareholders of the Company; and (B) no shares of Company Common Stock are reserved for issuance in respect of issued and outstanding Rights. No shares of Company Common Stock which none are held in the treasury of the Company. There are no Rights issued or outstanding for Equity Interests of the Company. All of the issued and The outstanding shares of Company Common Stock have been duly authorized and validly issued and are validly issued, fully paid and non-assessable. (ii) Each Company Subsidiary is wholly owned by the Company or another Company Subsidiary and no Rights in respect of the Equity Interests of any Company Subsidiary has been granted in respect of any Company Subsidiary. All of Except for the issued and outstanding Equity Company Common Stock described in the first sentence of this Section 2.1.3 and the Warrants exercisable into 45,000 shares of Company Common Stock and the SARs (as defined below) applicable to 33,768 shares of Company Common Stock, there are and will be immediately prior to the Closing Date no Other Ownership Interests outstanding and no agreements of any kind to which the Company is a party or otherwise bound relating to the issuance, sale or transfer of any capital stock of the Company or any Other Ownership Interests. After giving effect to the transactions described in Articles 4 and 5 to be completed prior to the Closing Date, the Company will have, immediately prior to the Closing Date, 250,745.104 shares of Company Common Stock issued and outstanding and no shares of Company Common Stock will be held in treasury and no Other Ownership Interests will be outstanding except for the Warrants and the SARs. The Company has and will have immediately prior to the Closing Date no liability, contingent or otherwise, nor has any claim been asserted or threatened by, any person, including without limitation any holder or former holder of shares, options, warrants, or other equity or voting or ownership interests or other securities of the Company, in connection with pre-emptive or contractual subscription rights or the offer, sale, purchase, redemption, surrender or cancellation of any shares, options, warrants or other equity or voting or ownership interests or securities of the Company. Except as disclosed in Section 2.1.3 of the Disclosure Schedule, since March 1, 1996, the Company has not repurchased or redeemed any of its outstanding capital stock. The Company has afforded Parent full access to the minute books and capital stock and similar records of the Company, which books and records are true, complete and accurate. The names and addresses of the holders of record of all of the outstanding shares of Company Common Stock, the number of shares of Company Common Stock held of record by each of such holders, and the names and addresses of the holders of the Warrants and the SARs and the number of Warrants and SARs held by each of such holders are set forth in Section 2.1.3 of the Disclosure Schedule. The authorized, issued and outstanding shares of capital stock of each Company Subsidiary is set forth in Section 2.1.3 of the Disclosure Schedule. All outstanding shares of capital stock of each Company Subsidiary are held, of record and beneficially, free and clear of all liens, encumbrances or claims whatsoever, by the holders listed and in the amounts shown in Section 2.1.3 of the Disclosure Schedule. All outstanding shares of capital stock of each Company Subsidiary have been duly authorized, and validly issued, issued and are fully paid and non- assessable. Except as described in Section 2.1.3 of the Disclosure Schedule, no Company Subsidiary has any outstanding capital stock or any outstanding convertible or exchangeable securities, subscriptions, calls, options, warrants, rights or other agreements or commitments of any kind relating to the issuance or sale of any shares of capital stock of, or other equity or ownership interest in, any Company Subsidiary. There are non-assessable and are owned directly no agreements of any kind relating to the issuance, sale or indirectly by the Company or another transfer of any capital stock of any Company Subsidiary, free and clear except as disclosed in Section 2.1.3 of all Liens and free the Disclosure Schedule. No Company Subsidiary has any liability, contingent or otherwise, nor has any claim been asserted or threatened by, any person, including without limitation any holder or former holder of shares, options, warrants, or other equity or voting or ownership interests or other securities of any Company Subsidiary, in connection with pre-emptive or contractual subscription rights or the offer, sale, purchase, redemption, surrender or cancellation of any shares, options, warrants or other restriction, including equity or voting or ownership interests or securities of any restriction on the right to vote, sell Company Subsidiary. No Company Subsidiary has repurchased or otherwise dispose redeemed any of such Equity Interests. (iii) At the closing of this Subscription, after giving effect its outstanding capital stock. The Company has afforded Parent full access to the transactions contemplated to occur at or prior to closing hereunder, no Rights will be or become exercisable or exchangeable for, convertible into, or otherwise give its holder any right to acquire any Equity Interests minute books and capital stock and similar records of the Company or any Company Subsidiary except for Rights described in Subsidiaries, which books and permitted pursuant to the Shareholders Agreementrecords are true, complete and accurate. (iv) Each Subsidiary of the Company is set forth on Schedule 4(b) annexed hereto. Except for the Company Subsidiaries and MAKO (effective upon receipt by the Company of the MAKO Shares), neither the Company nor any Company Subsidiary controls directly or indirectly or has any direct or indirect Equity Interests, Rights or equity participation in any corporation, partnership, trust, or other business association and there is no other party with respect to which (A) the Company or any Company Subsidiary may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned in such party (if any) or (B) the Company or any Company Subsidiary may be liable under any circumstances for the payment of additional amounts with respect to its interest in such party, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwise.

Capitalization of the Company and the Company Subsidiaries. (ia) The authorized capital stock of the Company consists solely of: (A) 10,000,000 shares of Company Common Stock, of which 5,416,707 shares are issued and outstanding, prior to giving effect to the issuance of shares issuable pursuant to this Subscription Agreement and the Subscriptions Agreements 100,000 Shares. As of the current Shareholders of the Company; and (B) no shares of Company Common Stock date hereof, there are reserved for issuance in respect of issued and outstanding Rights. No shares of Company Common Stock are held in the treasury of the Company. There are no Rights issued or outstanding for Equity Interests of the Company1,000 Shares issued. All of the issued and outstanding shares of Company Common Stock have been Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable. None of the Shares were issued in violation of any preemptive rights. As of the date hereof, except as set forth on Section 4.4(a) of the Disclosure Schedule, there are no options, warrants, convertible securities, phantom interests or other rights, agreements, arrangements or commitments of any character relating to the Shares. As of the date hereof, except as set forth on Section 4.4(a) of the Disclosure Schedule, the Company has not granted or otherwise entered into any written agreement with respect to any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating the Company to issue or sell any Shares, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. (iib) Each Company Subsidiary is wholly owned by As of the date of this Agreement, the Company or another has no Subsidiaries, other than the Company Subsidiary and no Rights in respect Subsidiaries. Section 4.4(b) of the Equity Interests Disclosure Schedule sets forth the number of any authorized equity interests of each of the Company Subsidiary has been granted in respect Subsidiaries, and such equity interests represent all of any the authorized capital stock or other equity interests of each such Company Subsidiary, as of the date of this Agreement. All of the issued and outstanding Equity Interests equity interests of each of the Company Subsidiary have been Subsidiaries were duly authorized, authorized for issuance and are validly issued, fully paid and are non-assessable (such issued and outstanding equity interests, collectively, the “Subsidiary Equity Interests”), and all such Subsidiary Equity Interests (other than the JV Equity Interests owned by the JV Counterparty) are owned directly or indirectly by the Company or another the Company Subsidiary, Subsidiaries free and clear of all Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws, the Existing Loans and free the JV Agreement and (ii) any Liens created by Buyer or its respective Affiliates. None of the Subsidiary Equity Interests was issued in violation of any preemptive rights. Except pursuant to the JV Agreement, there are no options, warrants, convertible securities or other restrictionrights, including agreements, arrangements or commitments of any restriction on character relating to the right to vote, sell or otherwise dispose of such Subsidiary Equity Interests. (iii) At the closing of this Subscription, after giving effect . Except pursuant to the transactions contemplated JV Agreement, there are no written agreement with respect to occur at or prior to closing hereunderany options, no Rights will be or become exercisable or exchangeable forwarrants, convertible intosecurities, phantom interests or otherwise give its holder other rights, agreements, arrangements or commitments of any right character relating to acquire any the Subsidiary Equity Interests of or obligating the Company or any Company Subsidiary except for Rights described in and permitted to issue or sell any Subsidiary Equity Interests, or any other interest in, the Company Subsidiaries. Except pursuant to the Shareholders JV Agreement. (iv) Each Subsidiary of the Company is set forth on Schedule 4(b) annexed hereto. Except for the Company Subsidiaries and MAKO (effective upon receipt by the Company of the MAKO Shares), neither the Company nor any Company Subsidiary controls directly or indirectly or has any direct or indirect Equity Intereststhere are no voting trusts, Rights or equity participation in any corporationstockholder agreements, partnership, trust, proxies or other business association and there is no other party agreements or understandings in effect with respect to which (A) the Company voting or transfer of any Company of the Subsidiary may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned in such party (if any) or (B) the Company or any Company Subsidiary may be liable under any circumstances for the payment of additional amounts with respect to its interest in such party, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwiseEquity Interests.

Capitalization of the Company and the Company Subsidiaries. (a) Section 3.3(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of (i) The authorized capital stock the number and class or series (as applicable) of all of the Equity Securities of the Company consists solely of: (A) 10,000,000 shares of Company Common Stock, of which 5,416,707 shares are issued and outstanding, prior to giving effect to (ii) the issuance of shares issuable pursuant to this Subscription Agreement and the Subscriptions Agreements identity of the current Shareholders Persons that are the record and beneficial owners thereof, (iii) with respect to each award of Company Restricted Shares, each Company Option and each Company Warrant, (A) the Company; and date of grant or issuance, as applicable, (B) no shares of any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, and (D) any applicable vesting schedule (including acceleration provisions) and (iv) with respect to each Company Common Option, whether such Company Option is an Incentive Stock are reserved for issuance in respect of issued and outstanding Rights. No shares of Company Common Stock are held in the treasury of the Company. There are no Rights issued or outstanding for Equity Interests of the CompanyOption. All of the issued and outstanding shares Equity Securities of the Company Common Stock have been duly authorized and validly issued and are validly issued, fully paid and non-assessable. (ii) Each Company Subsidiary is wholly owned by . The Equity Securities of the Company or another Company Subsidiary and no Rights (1) were not issued in respect violation of the Equity Interests Governing Documents of the Company, the Company Stockholders Agreements or any other Contract to which the Company is party or bound, (2) were not issued in violation of any Company Subsidiary has been granted in respect preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Company Subsidiary. All of the issued and outstanding Equity Interests of each Company Subsidiary Person, (3) have been duly authorizedoffered, validly issuedsold and issued in compliance with applicable Law, fully paid including Securities Laws and (4) are non-assessable and are owned directly or indirectly by the Company or another Company Subsidiary, free and clear of all Liens and free of any (other restriction, including any restriction on the right to vote, sell than transfer restrictions under applicable Securities Law or otherwise dispose of such Equity Interests. (iii) At the closing of this Subscription, after giving effect to the transactions contemplated to occur at or prior to closing hereunder, no Rights will be or become exercisable or exchangeable for, convertible into, or otherwise give its holder any right to acquire any Equity Interests of under the Company or any Company Subsidiary except for Rights described in and permitted pursuant to the Shareholders Agreement. (iv) Each Subsidiary of the Company is set forth on Schedule 4(b) annexed heretoStockholders Agreements). Except for the Company Subsidiaries and MAKO (effective upon receipt by Restricted Shares, the Company Options and the Company Warrants set forth on Section 3.3(a) of the MAKO SharesCompany Disclosure Schedules and those either permitted by Section 5.1(b) or issued, granted or entered into in accordance with Section 5.1(b), neither the Company nor any Company Subsidiary controls directly has no outstanding (x) equity appreciation, phantom equity or indirectly profit participation rights or has any direct (y) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or indirect Equity Interests, Rights or equity participation in any corporation, partnership, trust, first offer or other business association and Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. Except for the Company Stockholders Agreements, there is are no voting trusts, proxies or other party Contracts with respect to which the voting or transfer of the Company’s Equity Securities. (Ai) Each Company Option has an exercise price at least equal to the fair market value of a Company Common Share on the date such Company Option was granted, (ii) no Company Option has had its exercise date or grant date “back-dated” or materially delayed, and (iii) all Company Options and awards of Company Restricted Shares have been issued in all material respects in compliance with the Company or any Company Subsidiary may be deemed to be Equity Plan and all applicable Laws and properly accounted for in control because all material respects in accordance with GAAP. (c) Section 3.3(c) of factors or relationships other than the quantity of stock or other interests owned in such party (if any) or (B) the Company or any Disclosure Schedules sets forth a list of all Indebtedness of the Company Subsidiary may be liable under any circumstances for as of the payment date of additional amounts with respect to its interest in this Agreement, including the principal amount of such partyIndebtedness, whether in the form outstanding balance as of assessmentsthe date of this Agreement, capital calls, installment payments, general partner liability or otherwiseand the debtor and the creditor thereof.

Capitalization of the Company and the Company Subsidiaries. (ia) The authorized capital stock of the Company consists solely of: of (Ai) 10,000,000 200,000 shares of Company Common Stock, of which 5,416,707 (A) 80,075 shares are issued and outstandingoutstanding and held of record by the Persons and in the amounts set forth on Schedule 3.2(a) hereto, prior to giving effect to the issuance of shares issuable pursuant to this Subscription Agreement and the Subscriptions Agreements of the current Shareholders of the Company; and (B) no 6,270 shares of Company Common Stock are held in the treasury of the Company and (C) 4,350 shares of Company Common Stock are reserved for issuance in respect of issued and outstanding RightsCompany Options, and (ii) 20,000 shares of Company Preferred Stock, none of which have been issued or are reserved for issuance. No The only Rights issued and outstanding for capital stock or Equity Interests of the Company are Company Options for an aggregate of 4,350 shares of Company Common Stock that are held of record by the Persons and in the treasury of the Company. There are no Rights issued or outstanding for Equity Interests of the Companyamounts set forth on Schedule 3.2(a). All of the issued and outstanding shares of Company Common Stock have been and all shares reserved for issuance in respect of Company Options will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized and are authorized, validly issued, fully paid and non-assessable. (iib) Each Schedule 3.2(b)(i) sets forth, for each Company Subsidiary is wholly owned by Subsidiary, (i) the Company or another authorized and issued number of Equity Interests for such Company Subsidiary and no (ii) the beneficial and record owners of any such Equity Interests. No Rights in respect of the Equity Interests of any Company Subsidiary has been granted in respect of any Company Subsidiary. All Except as set forth on Schedule 3.2(b)(ii), all of the issued and outstanding Equity Interests of each Company Subsidiary have been duly authorized, validly issued, fully paid and are non-assessable and are owned directly or indirectly by the Company or another Company SubsidiaryCompany, free and clear of all Liens and free of any other restriction, restriction (including any restriction on the right to vote, sell or otherwise dispose of such Equity Interests). (iiic) At the closing of this SubscriptionClosing, after giving effect to the transactions contemplated to occur at or prior to closing Closing hereunder, no Rights will be or become exercisable or exchangeable for, convertible into, or otherwise give its holder any right to acquire any Equity Interests of the Company or any Company Subsidiary except for Rights described in and permitted pursuant to the Shareholders AgreementSubsidiary. (ivd) Each Subsidiary of the Company is set forth on Schedule 4(b) annexed hereto3.2(d). Except for the Company Subsidiaries and MAKO (effective upon receipt by the Company of the MAKO Shares)Subsidiaries, neither the Company nor any Company Subsidiary controls directly or indirectly or has any direct or indirect Equity Interests, Rights or equity participation in any corporation, partnership, trust, or other business association and there is no other party Person with respect to which (Ai) the Company or any Company Subsidiary may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned in such party Person (if any) or (Bii) the Company or any Company Subsidiary may be liable under any circumstances for the payment of additional amounts with respect to its interest in such partyPerson, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwise. (e) There is no Voting Debt of the Company or any Company Subsidiary.

Capitalization of the Company and the Company Subsidiaries. (ia) The authorized capital stock Section 4.05(a) of the Company consists solely of: (A) 10,000,000 shares of Company Common StockDisclosure Schedules sets forth, of which 5,416,707 shares are issued and outstanding, prior to giving effect to the issuance of shares issuable pursuant to this Subscription Agreement and the Subscriptions Agreements as of the current Shareholders date of this Agreement, the number of authorized Equity Interests and other securities of each class of Equity Interests of the Company; and Company Subsidiaries (B) no shares of Company Common Stock are reserved for issuance in respect excluding the CareMax Contributed Entities), the number of issued and outstanding Rights. No shares of Company Common Stock are held in the treasury of the Company. There are no Rights issued or outstanding for Equity Interests of each class of Equity Interests, the record owners thereof and number of Equity Interests and other securities of each class owned by each such record owner, and in the case of incentive equity awards outstanding as of the date hereof, on an individual-by-individual and grant-by-grant basis, the date of grant, number of awards granted and exercise price (if applicable), and treatment in connection with the transactions contemplated by this Agreement. Except for the Company. All ’s or the Company Subsidiaries’ ownership interests in the Subsidiaries listed in Section 4.05(a) of the issued and outstanding shares Company Disclosure Schedules and, in the case of CareMax, except for the CareMax Pre-Closing Reorganization, as of the date of this Agreement, neither the Company Common Stock have been duly authorized and are validly issuednor any of its Subsidiaries owns any Equity Interests in any other Person or has any Derivative Rights, fully paid and non-assessableunder which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, Equity Interests, or Derivative Rights, of such Person. (iib) Each Company Subsidiary is wholly owned by the Company or another Company Subsidiary and no Rights in respect of the Equity Interests of any Company Subsidiary has been granted in respect of any Company Subsidiary. All of the issued and outstanding Equity Interests of each the Company Subsidiary and its Subsidiaries (i) have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable, (ii) were issued in compliance with applicable securities Law and (iii) were not issued in breach or violation of any preemptive rights or Contract. Except in the case of CareMax in respect of the CareMax Pre-Closing Reorganization, there are non-assessable and are owned directly or indirectly by (A) no Derivative Rights of the Company or another Company Subsidiaryits Subsidiaries, free and clear of all Liens and free of or any other restrictionContracts to which the Company or its Subsidiaries are a party or by which the Company or its Subsidiaries are bound obligating the Company or its Subsidiaries to issue or sell any shares of Equity Interests of, including or securities in or debt securities of, the Company or its Subsidiaries and (B) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company or any restriction on of its Subsidiaries. As of the right date hereof, there are no outstanding contractual obligations of the Company or its Subsidiaries to voterepurchase, sell redeem or otherwise dispose of such Equity Interests. (iii) At the closing of this Subscription, after giving effect to the transactions contemplated to occur at or prior to closing hereunder, no Rights will be or become exercisable or exchangeable for, convertible into, or otherwise give its holder any right to acquire any securities or Equity Interests of the Company or any Company Subsidiary except for Rights described in and permitted pursuant to the Shareholders Agreement. (iv) Each Subsidiary its Subsidiaries. There are no outstanding bonds, debentures, notes or other indebtedness of the Company is 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 any of their equityholders may vote. Except as set forth on Schedule 4(bin Section 4.05(b) annexed hereto. Except for of the Company Subsidiaries and MAKO (effective upon receipt by the Company of the MAKO Shares)Disclosure Schedules, neither the Company nor any of its Subsidiaries is party to any equityholders agreement, voting agreement or registration rights agreement relating to its Equity Interests. (c) As of the date hereof, the Company Subsidiary controls directly or indirectly or has any is the direct or indirect owner of, and has good direct or indirect title to, all the issued and outstanding Equity InterestsInterests of its Subsidiaries, Rights free and clear of any Encumbrances (other than potential restrictions on transfer arising under applicable securities Laws and the Organizational Documents). There are no options or equity participation in any corporation, partnership, trust, warrants convertible into or exchangeable or exercisable for the Equity Interests or other business association and there is no other party with respect to which (A) securities of the Company or any Company Subsidiary may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned in such party (if any) or (B) the Company or any Company Subsidiary may be liable under any circumstances for the payment of additional amounts with respect to its interest in such party, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwiseSubsidiaries.