Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, a true and complete statement of (i) the number and class or series of all of the Equity Securities of each Group Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereof. All of the Equity Securities of each Group Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group Company (A) were not issued in violation of the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or bound, (B) 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, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies has outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group 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 any Group Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Timedate hereof, a true true, correct and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record owners thereof and beneficial owners thereof. All (iii) with respect to any Equity Rights, (1) the date of grant, (2) the strike price (where applicable), (3) any applicable vesting schedule and expiration date, (4) the type of Equity Right (including whether each Company Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code), and (5) whether any Company Option is or was eligible to be early exercised. (b) Except for the Equity Securities of each Group Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group Company (ARights set forth on Section 3.2(b) were not issued in violation of the Company Schedules (which such Equity Rights shall, for the avoidance of doubt, be subject to the transactions contemplated by Section 2.2) or as is set forth in Company’s Governing Documents or the Company Shareholder Agreements, as of the Group Companies or any other Contract to which each Group Company is party or bound, (B) 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, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburgdate hereof, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) convertible debt, equity appreciation, phantom equity equity, or profit participation rights rights, or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could would require any Group 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 (collectively, “Equity Rights”). (c) All of the Equity Securities of the Company have been duly authorized and validly issued and are fully paid and, if applicable, non-assessable. The Equity Securities of the Company (A) were not issued in violation of the Governing Documents of the Company or its Subsidiaries or the Company Shareholder Agreements or any Group other Contract to which the Company or any of its Subsidiaries is party or bound, (B) are not subject to any purchase option, call option, right of first refusal or first offer, preemptive right, subscription right or any similar right of any Person granted pursuant to a Contract to which the Company or any of its Subsidiaries are a party or bound, and 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 granted pursuant to a Contract to which the Company or any of its Subsidiaries are a party or bound, (C) have been, in connection with their initial sale, offered, sold and issued (as applicable) in compliance with applicable Law, including Securities Laws, and (D) to the knowledge of the Company, are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or as set forth under the Governing Documents of the Company or the Company Shareholder Agreements). (i) Each Company Option has an exercise price that has been determined pursuant to a valuation consistent with applicable Laws to be at least equal to the fair market value of a Company Common Share on a date no earlier than the date of grant of such Company Option, (ii) no Company Option has had its exercise date or grant date “back-dated” or materially delayed, and (iii) all Company Options have been issued in compliance with the Company Equity Plan and all applicable Laws and properly accounted for in all material respects in accordance with the Accounting Principles. (e) Except for the Company’s Governing Documents and the Company Shareholder Agreements, there are no voting trusts, proxies, or other Contracts to which the Company or any of its Subsidiaries are a party or bound or with respect to the voting or transfer of the Company’s Equity Securities. The Equity Securities set forth on the Allocation Schedule will, as of immediately prior to the Closing, constitute all of the issued and outstanding Equity Securities of the Company. (f) Except as set forth on Section 3.2(f) of the Company Schedules, as of the date hereof, all of the outstanding Equity Securities of each Subsidiary of the Company are owned directly by the Company or another Subsidiary of the Company, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or Permitted Liens), and are set forth on Section 3.2(f) of the Company Schedules opposite the name of each Subsidiary of the Company. There are no Equity Rights that would require the Company or any of its Subsidiaries 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’s Subsidiaries. Except as set forth in the Governing Documents of the Company or its Subsidiaries, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiaries of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (bg) None Except as is set forth on Section 3.2(g) of the Company Schedules, as of the date hereof, none of the Group Companies owns or holds (of record, beneficially, legally beneficially or otherwise), directly or indirectly, any Equity Securities in or debt of any other Person or the right to acquire any such Equity SecuritySecurity or debt, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (ch) Section 3.2(c3.2(h) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies (as described in clauses (a) through (f) of the definition of Indebtedness only) as of the Capitalization Timedate hereof, including including, if applicable, the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, Agreement of such Indebtedness and the debtor and the creditor issuer thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a‎3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, 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 of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereof, (iii) all Company Awards, (iv) the number of Persons that are holders or contractually entitled to such Company Awards, and (v) all Company Issuance Rights. All of the Equity Securities of each Group the Company have been duly authorized and validly issued and all of the outstanding Company Shares are fully paid and non-assessableassessable (meaning that the holders of the Company Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Company Shares). The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company, the Company Incentive Plan or any other Contract to which each Group the Company is party or bound, (B2) 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, Person under the Governing Documents of the Company or any other Contract to which the Company is a party or bound or applicable Laws and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws Laws. Except as set forth on Section ‎3.2(a) of the Company Disclosure Schedules and (D) are free and clear of all Liens (other than those existing under except for the shareholder’s agreement of BridgeburgCompany Awards, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, performance stock, performance stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other 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. The Company Incentive Plan is the only equity incentive plan maintained by the Company and all outstanding option, restricted stock, equity-based or equity-linked and similar awards have been granted under the Company Equity Incentive Plan. (b) Except as set forth on Section ‎3.2(b) of the Company Disclosure Schedules, the Equity Securities of the Company are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or the Company’s Governing Documents). There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. (c) There are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of 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 any Group the Subsidiaries of the Company. 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 Group Company’s Equity Securities. None of Company to which the Group Companies has outstanding Company or any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesSubsidiary is a party. (bd) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any Person other Person than a Group Company or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint ventureventure other than a Group Company. (ce) Section 3.2(c‎3.2(e) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization TimeCompanies, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreementbalance, and the debtor and the creditor thereof. (df) None Section ‎3.2(f) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe Companies. (g) Each Company Award was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Company Incentive Plan. (h) As of the Closing, (i) the authorized share capital of Holdco will consist only of Holdco Shares, par value €0.12 per share, and (ii) all of the issued and outstanding Holdco Shares when issued in accordance with the terms hereof (A) will be duly authorized, validly issued, fully paid and nonassessable (meaning that the holders of the Holdco Shares will not by reason of merely being such a holder, be subject to assessment or otherwise calls by Holdco or its creditors for further payment on such Holdco Shares), (B) will have any Liabilities been issued in respect compliance in all material respects with applicable Law and (C) will not have been issued in breach or violation of any Change of Control Paymentspreemptive rights or Contract to which Holdco is a party or bound.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, 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 of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereof, (iii) with respect to each Company Equity Award, (A) the date of grant, (B) any applicable exercise (or similar) price and (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions). All of the Equity Securities of each Group the Company have been duly authorized and validly issued and all of the outstanding Company Shares are fully paid and non-assessableassessable (meaning that the holders of the Company Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Company Shares). The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or the Company Shareholders Agreement or any other Contract to which each Group the Company is party or bound, (B2) 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, Person under the Governing Documents of the Company or any other Contract to which the Company is a party or bound or applicable Laws and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws Laws. Except as set forth on Section 3.2(a) of the Company Disclosure Schedules and (D) are free and clear of all Liens (other than those existing under except for the shareholder’s agreement of BridgeburgCompany Issuance Rights, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group 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. The Company Equity Incentive Plans are the only equity incentive plans maintained by the Company and all outstanding option, restricted stock and similar awards have been granted under the Company Equity Incentive Plans. (b) The Equity Securities of the Company are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Shareholders Agreement or the Company’s Governing Documents). Except for the Company Shareholders Agreement, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the 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. Except for the Subscription Agreements, there are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of 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 Subsidiaries of the Company. 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 Group Company’s Equity Securities. None of Company to which the Group Companies has outstanding Company or any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesSubsidiary is a party. (bd) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any Person other Person than a Group Company or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint ventureventure other than a Group Company. (ce) Section 3.2(c3.2(e) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Timedate of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (df) None Section 3.2(f) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe Companies. (g) Each Company Equity Award was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the applicable Company Equity Incentive Plan, and each Company Option has an exercise price per share that is equal to or otherwise greater than the fair market value of a Company Share on the date of such grant determined in a manner consistent with Section 409A of the Code. (h) As of the Closing, (i) the authorized share capital of Holdco will consist only of Holdco Shares, par value EUR 0.12 per share, and (ii) all of the issued and outstanding Holdco Shares when issued in accordance with the terms hereof (A) will be duly authorized, validly issued, fully paid and nonassessable (meaning that the holders of the Holdco Shares will not by reason of merely being such a holder, be subject to assessment or calls by Holdco or its creditors for further payment on such Holdco Shares), (B) will have any Liabilities been issued in respect compliance in all material respects with applicable Law and (C) will not have been issued in breach or violation of any Change of Control Paymentspreemptive rights or Contract to which Holdco is a party or bound.

Capitalization of the Group Companies. (a) The authorized capital stock of the Company consists of 800,000 Shares of which 200,000 are outstanding as of the date hereof. The Shares constitute the total issued and outstanding share capital of the Company, and are duly authorized, issued without defects, fully paid and non-assessable, and are not subject to and were not and will not be issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right other than any such rights that will cease to apply as of and after the Closing. The Shares are owned of record as set forth on Section 3.2(a) of the Company Disclosure Schedules sets forthSchedules. (b) Except as set forth in subsection (a) above, as of the Capitalization Time, a true and complete statement of there are (i) the number and class no shares of capital stock or series of all other equity securities of the Equity Securities of each Group Company authorized, issued, reserved for issuance or outstanding, (ii) no authorized or issued and outstanding and (ii) the identity securities of any Group Company convertible into or exchangeable for, at any time, equity securities of the Persons that are the legal and beneficial owners thereof. All of the Equity Securities of each Group Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group Company (A) were not issued in violation of the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or boundCompany, (Biii) were not issued in violation of any preemptive rightsno contracts, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies has outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase call rights, subscription rights, conversion rights, exchange rights, calls, puts, rights convertible securities, exchangeable securities, understandings or arrangements, or outstanding obligations, whether written or oral, of first refusal or first offer or other Contracts that could require any Group Company to issue, sell repurchase, redeem, sell, deliver or otherwise acquire or cause to become outstanding be issued, repurchased, redeemed, sold, delivered or to acquireacquired, repurchase or redeem any Equity Securities capital stock of the Company or securities convertible into or exchangeable for Equity Securities any equity securities of any Group or similar interest in the Company. There are , or (iv) no voting trusts, proxies or other Contracts arrangements among any Group Company’s stockholders with respect to the voting or transfer of any transfers of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (c) No Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in any corporation, partnership, limited liability company, joint venture or other business association or entity other than another Group Company. Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness each entity other than a Group Company in which a Group Company owns, directly or indirectly, any equity or equity-related securities. All outstanding equity securities of each Subsidiary of the Group Companies as of the Capitalization TimeCompany have been duly authorized and validly issued, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, are free and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect clear of any Change preemptive rights (other than such rights as may be held by any Group Company), restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws), or Liens (other than Permitted Liens) and are 100% owned, beneficially and of Control Paymentsrecord, by another Group Company.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, a true and complete statement of (i) the number and class or series of The Membership Interests comprise all of the Equity Securities of each Group Company Company’s limited liability company interests that are issued and outstanding and (ii) outstanding, the identity of the Persons that are the legal and beneficial owners thereof. All of the Equity Securities of each Group Company Membership Interests have been duly authorized and authorized, validly issued and are issued, fully paid and non-assessable. The Equity Securities of each Group Company (A) were not issued in violation of to the extent required by the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or bound, Company) and nonassessable (Bexcept as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act) were not issued in violation and free of any preemptive rights, call optionand no holder of Membership Interests has any obligation to make capital contributions to the Company by virtue of its ownership of such Membership Interests. There are no outstanding (i) other equity securities of the Company, right (ii) securities of first refusal the Company convertible into or first offerexchangeable for, subscription rightsat any time, transfer restrictions or similar equity securities of the Company, (iii) Contracts defining the rights of security holders of the Company or any PersonContract relating to the voting of any shares of capital stock, membership interests or other ownership interests of the Company, other than pursuant to its Governing Documents; or (Civ) have been offeredoptions, sold subscriptions, warrants, conversion rights or Contracts of any kind outstanding or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. At the Closing, Seller will deliver to Buyer the issued and issued in compliance with applicable Lawoutstanding Membership Interests, including Securities Laws and (D) are free and clear of all Liens (other than those existing under restrictions on transfer imposed by applicable federal, state and other securities Laws), and no Person has any right to acquire any other equity securities of the shareholder’s agreement Company or the right to payment in respect of Bridgeburgthe value of any equity security of the Company. (b) Except as set forth on Schedule 3.2, no Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any Person. Schedule 3.2 sets forth the agreement name, owner, jurisdiction of formation or organization (as applicable) and any Liens thereunder) percentages of outstanding equity securities owned, directly or indirectly, by each Group Company, with respect to each Person of which shall terminate upon the Closing)such Group Company owns, directly or indirectly, any equity or equity-related securities. None All outstanding equity securities of each Subsidiary of the Company have been duly authorized, validly issued, fully paid (to the extent required by the Governing Documents of the applicable Group Companies has Company) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act) and free of preemptive rights (other than such rights as may be held by any Group Company), restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws), or Liens (other than restrictions on transfer imposed by applicable federal, state and other securities Laws) and are wholly owned, beneficially and of record, by the Company. Except as set forth on Schedule 3.2, there are no outstanding (xi) equity appreciationsecurities of any Subsidiary of the Company, phantom (ii) securities of any Subsidiary of the Company convertible into or exchangeable for, at any time, equity or profit participation rights securities of any Subsidiary of the Company or (yiii) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer options or other Contracts that could require rights to acquire from any Group Subsidiary of the Company, and no obligation of any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem issue any Equity Securities equity securities or securities convertible into or exchangeable for Equity Securities for, at any time, equity securities of any Group Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Subsidiary of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) As of the date hereof, Section 3.2(a) of the Company Disclosure Schedules Letter sets forthforth a true, correct and complete list of the name, owner and jurisdiction of formation or organization (as applicable), as well as all of the Capitalization Timeauthorized, a true issued and complete statement outstanding equity interests of the Group Companies (i) including the number and class or series type of all of the Equity Securities of each Group Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereofsuch equity interests). All of the Equity Securities of each Group Company have been issued and outstanding Shares are duly authorized and validly issued and are issued, fully paid and non-assessable, and other than any transfer restrictions imposed by federal and state securities Laws such issued and outstanding Shares are free of any Liens, transfer restrictions, outstanding subscriptions, preemptive rights or “put” or “call” rights. The Equity Securities At the Closing, there will be no Liability for dividends accrued and unpaid by any Group Company. Except as may be set forth on Section 3.2(a) of each Group the Company (A) were not issued Disclosure Letter and in violation of the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or boundCompany, (B) were not issued in violation as of any preemptive rightsthe date hereof, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) there are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement no outstanding (and any Liens thereunderno Group Company has promised to grant or issue) of which shall terminate upon the Closing). None (i) equity interests of the Group Companies has outstanding Companies, (xii) securities of any Group Company convertible into or exchangeable for equity appreciation, phantom equity or profit participation rights or securities of any Group Company and (yiii) options, restricted stockwarrants, phantom stock, warrantsstock appreciation, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer profit participation or other Contracts that could require rights to acquire from any Group Company, or obligations of any Group Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities equity interests or securities convertible into or exchangeable for Equity Securities equity interests of any Group Company. There are no voting trusts, proxies No Group Company is under any obligation to register under the Securities Act or any other Contracts with respect to the voting securities Law any Group Company shares or transfer any other securities or equity interests of any of the Group Company’s Equity Securities, whether currently outstanding or that may subsequently be issued. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the All issued and outstanding Bridgeburg Ordinary SharesShares were, and will at the Closing have been, issued in compliance with Law and all requirements set forth in the Governing Documents and any applicable Contracts to which any Group Company is a party or by which any Group Company or any of its assets is bound. (b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectlyindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any Equity Securities in equity or similar interest in, any Person other Person or than the right to acquire Subsidiaries of any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint ventureCompany. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules Schedule sets forth, as of the Capitalization Timedate hereof, and the Allocation Schedule sets forth, as of immediately prior to the Closing, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal and beneficial owners thereofthereof and (iii) with respect to any Company SAR, (A) the date of grant, (B) the strike price or participation threshold and (C) any applicable vesting schedule. All of the Equity Securities of each Group the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group the Company (A) were not issued in violation of the Governing Documents of the Group Companies Company or the Company Shareholders Agreement or any other Contract to which each Group the Company is party or bound, (B) 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, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under Liens that would not delay, impair or prohibit the shareholder’s agreement ability of Bridgeburgany such Equity Securities participating in the Exchange). Except for the Company SARs set forth on Section 3.2(a) of the Company Disclosure Schedule (as in effect as of the date hereof) (which shall be treated as provided in Section 2.6), the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group 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 any Group the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (b) Section 3.2(b)(i) of the Company Disclosure Schedule sets forth, as of the date hereof, and Schedule 3.2(b)(ii) of the Company Disclosure Schedule sets forth, as of immediately prior to the Closing, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of Immatics US issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. There are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company or any of Immatics US 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 Immatics US. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of Immatics US. (c) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (cd) Section 3.2(c3.2(d) of the Company Disclosure Schedules Schedule sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Timedate hereof, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement as of (i) the date of this Agreement of the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and (ii) the identity name and number of the Persons that are the legal and beneficial owners Equity Securities held by each equityholder thereof. All of the Equity Securities of each Group the Company have been duly authorized and validly issued issued. All of the outstanding Company Shares are fully paid and non-assessable. The issuance of Company Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefor, be duly authorized, validly issued, fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company, the Investor Rights Agreement or any other Contract to which each Group the Company is party or bound, (B2) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the Company or the Investor Rights Agreement) and 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, Person and (C3) have been offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and (DLaws. Except for the Company Equity Awards set forth on Section 3.2(a) are free and clear of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Disclosure Schedules or the Company Equity Awards either permitted by Section 5.1(b) or issued, granted or entered into in accordance with Section 5.1(b), the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, stock or equity appreciation rights, equity ownership interests or other equity, equity-based or similar rights in the Company, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, preemptive rights, rights of first refusal or first offer or other Contracts or commitments of any kind of any character, written or oral, that could require any Group 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. (b) The Equity Securities of the Company are free and clear of all Liens (other than transfer restrictions under applicable Securities Law, the Company Investor Agreements or Permitted Liens). Except for the Governing Documents of the Company and the Company Investor Agreements, there are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and the holders of such Equity Securities. Except as set forth in Section 3.2(c) of the Company Disclosure Schedules, none of the Group Companies owns or controls and has never owned or controlled, directly or indirectly, any Group Equity Interests in any, or has or has had any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any, Person. Other than as set forth in Section 3.2(c) of the Company Disclosure Schedules, there are no outstanding (A) stock or equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, preemptive rights, rights of first refusal or first offer or other Contracts or commitments of any kind of any character, written or oral, that could require any Subsidiary of 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 Subsidiaries of the Company. There Except for their respective Governing Documents and the Company Investor Agreements, 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 Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section ‎Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Timedate hereof, a true true, correct and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record owners thereof and beneficial owners thereof. All of the (iii) with respect to any Equity Securities of each Group Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group Company Rights, (A) were not issued in violation the date of the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or boundgrant, (B) 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 Personthe strike price (where applicable), (C) have been offeredany applicable vesting schedule and expiration date, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free the type of Equity Right (including whether each Company Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code), and clear (E) whether any Company Option is or was eligible to be early exercised. (b) Except for the Equity Rights set forth on ‎Section 3.2(a) of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Schedules, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) convertible debt, equity appreciation, phantom equity equity, or profit participation rights rights, or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group 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 (collectively, “Equity Rights”). (c) All of the Equity Securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of the Company (i) were not issued in violation of the Governing Documents of the Company or the Company Shareholder Agreements or any Group other Contract to which the Company or any of its Subsidiaries is party or bound, (ii) are not subject to any purchase option, call option, right of first refusal or first offer, preemptive right, subscription right or any similar right of any Person and 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, (iii) have been offered, sold and issued (as applicable) in compliance with applicable Law, including Securities Laws, and (iv) are free and clear of all Liens (other than transfer restrictions under applicable Securities Law). (i) Each Company Option has an exercise price at least equal to the fair market value of a Company Common Share on a date no earlier than the date of the corporate action authorizing the grant, (ii) no Company Option has had its exercise date or grant date “back-dated” or materially delayed, (iii) each Company Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code so qualifies and (iv) all Company Options have been issued in compliance with the Company Equity Plan and all applicable Laws and properly accounted for in all respects in accordance with GAAP. (e) Except for the Company’s Governing Documents and the Company Shareholder Agreements, there are no voting trusts, proxies, or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. The Equity Securities set forth on the Allocation Schedule will, as of immediately prior to the Closing, constitute all of the issued and outstanding Equity Securities of the Company. (f) All of the outstanding Equity Securities of each Subsidiary of the Company are owned directly by the Company, free and clear of all Liens (other than transfer restrictions under applicable Securities Law, Permitted Liens and Liens securing obligations under the First Lien Credit Agreement), and are set forth on ‎Section 3.2(f) of the Company Schedules opposite the name of each Subsidiary of the Company. There are no Equity Rights that could require the Company or any of its Subsidiaries 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’s Subsidiaries. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiaries of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (bg) None of the Group Companies owns or holds (of record, beneficially, legally beneficially or otherwise), directly or indirectly, any Equity Securities in or debt of any other Person or the right to acquire any such Equity SecuritySecurity or debt, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. No Group Company owns any Equity Securities of the Company. (ch) Section 3.2(c‎Section 3.2(h) of the Company Disclosure Schedules sets forth a list of all components of Indebtedness of the Group Companies as of the Capitalization Timedate of this Agreement, along with any indebtedness for borrowed money pursuant to the CARES Act, including the principal amount of such IndebtednessIndebtedness or indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the issuer/creditor thereof. (di) None of the Group Companies owe There are no declared but unpaid dividends or otherwise have any Liabilities distributions in respect of any Change Equity Securities of Control Paymentsthe Company and (ii) since December 31, 2019, the Company has not made, declared, set aside, established a record date for or paid any dividends or distributions.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by Section 5.1(b) or resulting from the issuance, grant, transfer or disposition of Equity Securities of the Company in accordance with Section 5.1(b), Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding outstanding, and (ii) the identity of the Persons that are the legal and beneficial record owners thereof. . (b) All of the Equity Securities of each Group the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company, the Company Shareholder Agreement or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing)Laws. None of the Group Companies The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (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 first offer or other 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 as set out in the Company Shareholder Agreement and the Governing Documents of the Company, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. All of the Equity Securities of the Company have been issued in accordance with all applicable Securities Laws, and are not issued in breach or violation of any preemptive rights or Contract. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the equity holders of Company on any matter. No issued and outstanding shares of any of the Equity Securities of Company are held in treasury. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record owners thereof. There are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of 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 any Group the Subsidiaries of the Company. 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 Group Company’s Equity Securities. None All of the Group Companies Equity Securities of each Subsidiary of the Company have been issued in accordance with all applicable Securities Laws, and are not issued in breach or violation of any preemptive rights or Contract. No Subsidiary of the Company has any outstanding any bonds, debentures, notes or other obligations, obligations the holders of which have the right to vote (or convert are convertible into or exercise exercisable for securities having the right to vote) with the stockholders members of such Subsidiary of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the No issued and outstanding Bridgeburg Ordinary Sharesshares of any of the Equity Securities of any Subsidiary of the Company are held in treasury. (bd) None Except as set forth in Section 3.2(d), none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (ce) Section 3.2(c3.2(e) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies. (f) Section 3.2(f) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies that is material to the business of the Group Companies taken as a whole as of the Capitalization Timedate of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forthforth a true and complete statement, as of the Capitalization Timedate hereof, a true and complete statement for each Group Company, of (i) the number number, percentage and class or series (as applicable) of all of the Equity Securities of each such Group Company authorized as of the date hereof, (ii) the number, percentage and class or series (as applicable) of all of the Equity Securities of such Group Company issued and outstanding as of the date hereof, and (iiiii) the identity full names of the Persons that are the legal and beneficial record or registered owners thereof. All of the outstanding Equity Securities of each the Group Companies, including the Company Shares, have been duly authorized and validly issued and and, in the case of Equity Securities of Group Companies that are corporations, are fully paid and non-assessable. . (b) The Equity Securities of each Group Company (Ai) were not issued or otherwise acquired in violation of the Governing Documents governing or constitutional documents of the such Group Companies Company or any other Contract to which each such Group Company is party or bound, (Bii) were not issued or otherwise acquired 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, and (Ciii) have been offered, sold sold, transferred and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunderLaws. Except as set forth on Section 3.2(b) of which shall terminate upon the Closing). None of the Company Disclosure Schedules, no Group Companies Company has any outstanding (x) equity appreciation, phantom equity or profit participation rights or rights, (y) options, restricted stockstock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any such Group 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 such Group Company from or to an unrelated Person, or (z) to the Company’s Knowledge, condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group Company. Section 3.2(b) of the Company Disclosure Schedules accurately identifies each Contract relating to any Equity Securities of any Group Company that contains any information rights, rights of first refusal, registration rights, financial statement requirements or other terms that would survive the Closing unless terminated or amended prior to the Closing. (c) There are no outstanding bonds, debentures, notes or other Indebtedness of any Group Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which holders of Company Shares may vote. (d) Except as set forth on Section 3.2(d) of the Company Disclosure Schedules, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None Securities of the Group Companies has outstanding to which any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Sharesis party or bound. (be) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person (other than any Group Company) or the right to acquire any such Equity Security, and none of the Group Companies are is a partner or member of any partnership, limited liability company or joint ventureventure (other than any other Group Company). (cf) Section 3.2(c3.2(f) of the Company Disclosure Schedules sets forth a true and complete statement, as of the date hereof, of the holder, the date of grant and any applicable vesting schedule (including acceleration provisions) of each Company Equity Award. (g) Section 3.2(g) of the Company Disclosure Schedules sets forth a list of all material Company Transaction Payments as of the date of this Agreement. (h) Section 3.2(h) of the Company Disclosure Schedules sets forth a true and complete list of all Indebtedness of the Group Companies as of the Capitalization Timedate of this Agreement of the type described in clause (a) or (b) of the definition of Indebtedness, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) . None of the Group Companies owe are in default or otherwise have in breach with respect to any Liabilities in such Indebtedness. The Company has provided to SPAC true, correct and complete copies of all documents (including all amendments, supplements, waivers, notices and consents) with respect to any such Indebtedness outstanding as of the date of this Agreement. (i) All Equity Securities of any Change Group Company ever repurchased, redeemed, converted or cancelled by such Group Company were repurchased, redeemed, converted or cancelled in compliance in all material respects with (i) all applicable Law, including applicable Securities Law, and (ii) all requirements set forth in all applicable Contracts. (j) The Company Shareholders set forth on Annex I hereto constitute all of Control Paymentsthe Company Supporting Shareholders as of the date of this Agreement.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forthforth a true and complete statement, as of the Capitalization Timedate hereof, a true and complete statement for each Group Company, of (i) the number number, percentage and class or series (as applicable) of all of the Equity Securities of each such Group Company authorized as of the date hereof, (ii) the number, percentage and class or series (as applicable) of all of the Equity Securities of such Group Company issued and outstanding as of the date hereof, and (iiiii) the identity full names of the Persons that are the legal and beneficial record or registered owners thereof. All of the outstanding Equity Securities of each the Group Companies, including the Company Shares, have been duly authorized and validly issued and and, in the case of Equity Securities of Group Companies that are corporations, are fully paid and non-assessable. . (b) The Equity Securities of each Group Company (Ai) were not issued or otherwise acquired in violation of the Governing Documents governing or constitutional documents of the such Group Companies Company or any other Contract to which each such Group Company is party or bound, (Bii) were not issued or otherwise acquired 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, and (Ciii) have been offered, sold sold, transferred and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunderLaws. Except as set forth on Section 3.2(b) of which shall terminate upon the Closing). None of the Company Disclosure Schedules, no Group Companies Company has any outstanding (x) equity appreciation, phantom equity or profit participation rights or rights, (y) options, restricted stockstock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any such Group 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 such Group Company from or to an unrelated Person, or (z) to the Company’s Knowledge, condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group Company. Section 3.2(b) of the Company Disclosure Schedules accurately identifies each Contract relating to any Equity Securities of any Group Company that contains any information rights, rights of first refusal, registration rights, financial statement requirements or other terms that would survive the Closing unless terminated or amended prior to the Closing. (c) There are no outstanding bonds, debentures, notes or other Indebtedness of any Group Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which holders of Company Shares may vote. (d) Except as set forth on Section 3.2(d) of the Company Disclosure Schedules, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None Securities of the Group Companies has outstanding to which any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Sharesis party or bound. (be) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person (other than any Group Company) or the right to acquire any such Equity Security, and none of the Group Companies are is a partner or member of any partnership, limited liability company or joint ventureventure (other than any other Group Company). (cf) Section 3.2(c3.2(f) of the Company Disclosure Schedules sets forth a true and complete statement, as of the date hereof, of the holder, the date of grant and any applicable vesting schedule (including acceleration provisions) of each Company Equity Award. (g) Section 3.2(g) of the Company Disclosure Schedules sets forth a list of all Company Transaction Payments as of the date of this Agreement. (h) Section 3.2(h) of the Company Disclosure Schedules sets forth a true and complete list of all Indebtedness of the Group Companies as of the Capitalization Timedate of this Agreement of the type described in clause (a) or (b) of the definition of Indebtedness, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) . None of the Group Companies owe are in default or otherwise have in breach with respect to any Liabilities in of their respective Indebtedness. The Company has provided to BCSA true, correct and complete copies of all documents (including all amendments, supplements, waivers, notices and consents) with respect to any Indebtedness of the Group Companies outstanding as of the date of this Agreement. (i) All Equity Securities of any Change Group Company ever repurchased, redeemed, converted or cancelled by such Group Company were repurchased, redeemed, converted or cancelled in compliance in all material respects with (i) all applicable Law, including applicable Securities Law, and (ii) all requirements set forth in all applicable Contracts. (j) To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any claim for indemnification, reimbursement, contribution or the advancement of Control Paymentsexpenses by any current or former employee, independent contractor, consultant, advisor, officer, director, member of the board of managers or other individual service provider of any Group Company (other than an ordinary course claim for reimbursement by such Group Company of travel expenses or other out-of-pocket expenses of a routine nature incurred by such Person in the course of performing such Person’s duties for such Group Company or except where such a claim is not, and could not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole) pursuant to: (i) the terms of the Governing Documents of such Group Company; (ii) any indemnification agreement or other Contract between such Group Company and any such Person; or (iii) any applicable Law. (k) The Company Shareholders set forth on Annex A hereto constitute all of the Company Supporting Shareholders as of the date of this Agreement.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, 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 of the Equity Securities of each Group the Company and Blocker Corp issued and outstanding outstanding, and (ii) the identity of the Persons that are the legal record and beneficial owners thereof. All of the Equity Securities of each Group the Company and Blocker Corp have been duly authorized and validly issued issued. All of the outstanding Existing Company Units are, and are Company Common Units and Company Restricted Units will be upon the adoption of the Amended and Restated Company LLC Agreement, fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or the Company LLC Agreement or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing)Laws. None of the Group Companies The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, performance stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group 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. (b) The Equity Securities of the Company are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company LLC Agreement). Except for the Company LLC Agreement, there are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the 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. All of the Equity Securities of the Subsidiaries of the Company have been duly authorized and validly issued. The Equity Securities of each Subsidiary of the Company (1) were not issued in violation of the Governing Documents of such Subsidiary or the Company LLC Agreement or any other Contract to which any Group CompanyCompany is party or bound, (2) 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 and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. There are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, performance stock units, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Subsidiary of 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 Group Companies. 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 Group Company’s Equity Securities. None of the Group Companies has . (d) There are no outstanding any bonds, debentures, notes or other obligations, Indebtedness of the holders of which have Group Companies having the right to vote (or convert into convertible into, or exercise for exchangeable for, securities having the right to vote) with on any matter for which the stockholders holders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesCompanies’ Equity Securities may vote. (be) None Except as set forth on Section 3.2(e) of the Company Disclosure Schedules, none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (cf) Section 3.2(c3.2(f) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of (excluding intercompany Indebtedness among the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance Company and its Subsidiaries) as of the date of this Agreement, and including the debtor and the creditor thereof. (dg) None Section 3.2(g) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe or otherwise have any Liabilities in respect of any Companies, including (i) the dollar amount of, (ii) the recipient of, and (iii) the Contract giving rise to, such Change of Control PaymentsPayment.

Capitalization of the Group Companies. (a) Section ‎Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Timedate hereof, a true true, correct and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record owners thereof and beneficial owners thereof(iii) with respect to any Equity Rights, (1) the date of grant, (2) the strike price (where applicable), (3) any applicable vesting schedule and expiration date, (4) the type of Equity Right (including whether each Company Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code), and (5) whether any Company Option is or was eligible to be early exercised. All of the Equity Securities of each Group the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group the Company (A) were not issued in violation of the Governing Documents of the Group Companies Company or the Company Stockholder Agreements or any other Contract to which each Group the Company or any of its Subsidiaries is party or bound, (B) are not subject to any purchase option, call option, right of first refusal or first offer, preemptive right, subscription right or any similar right of any Person granted pursuant to a Contract to which the Company or any of its Subsidiaries are a party or bound or, to the Company’s knowledge, any other Contract, and 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, (C) have have, in connection with their initial sale, been offered, sold and issued in compliance with applicable Law, including Securities Laws Laws, and (D) to the knowledge of the Company are free and clear of all Liens (other than those existing transfer restrictions under applicable Securities Law). (i) Each Company Option has an exercise price that has been determined pursuant to an independent valuation to be at least equal to the shareholder’s agreement fair market value of Bridgeburga shares of Company Common Stock on a date no earlier than the date of the corporate action authorizing the grant, (ii) no Company Option has had its exercise date or grant date “back-dated” or materially delayed, (iii) each Company Option intended to qualify as an “incentive stock option” within the agreement meaning of Section 422 of the Code so qualifies, and (iv) all Company Options have been issued in compliance in all material respects with the Company Equity Plan and any Liens thereunderall material applicable Laws and properly accounted for in all material respects in accordance with the Accounting Principles. Except for the Equity Rights set forth on ‎Section 3.2(b) of the Company Schedules (which shall terminate upon such Equity Rights shall, for the Closing). None avoidance of doubt, no longer be outstanding at the Closing as provided in ‎Section 2.2) or as is set forth in Company’s Governing Documents or the Company Stockholder Agreements, as of the Group Companies date hereof the Company has no outstanding (x) convertible debt, equity appreciation, agreements for equity issuances, phantom equity or equity, profit participation rights or (y) rights, options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group 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 (collectively, “Equity Rights”). Except for the Company’s Governing Documents and the Company Stockholder Agreements, there are no voting trusts, proxies, or other Contracts to which the Company or any Group of its Subsidiaries are a party or bound or, to the Company’s knowledge, under any other Contract, with respect to the voting or transfer of the Company’s Equity Securities. The Equity Securities set forth on the Allocation Schedule will, as of immediately prior to the Closing, constitute all of the issued and outstanding Equity Securities of the Company. (c) Except as set forth on ‎Section 3.2(c) of the Company Schedules, all of the outstanding Equity Securities of each Subsidiary of the Company are owned directly by the Company, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or Permitted Liens), and are set forth on ‎Section 3.2(c) of the Company Schedules opposite the name of each Subsidiary of the Company. There are no Equity Rights that could require the Company or any of its Subsidiaries 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’s Subsidiaries. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiaries of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (bd) None Except as is set forth on ‎Section 3.2(d) of the Company Schedules, none of the Group Companies owns or holds (of record, beneficially, legally beneficially or otherwise), directly or indirectly, any Equity Securities in or debt of any other Person or the right to acquire any such Equity SecuritySecurity or debt, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (c) Section 3.2(c. ‎Section 3.2(d) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Timedate hereof, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor issuer thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forthforth a true, correct and complete statement as of the Capitalization Time, a true and complete statement date hereof of (i) the aggregate number and class class, series or series type (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereofof such Equity Securities. All of the Equity Securities of each Group Company Units have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group the Company (A) were not issued in violation of the Governing Documents of the Group Companies Company or any other Contract to which each any Group Company is party or bound, by which any Group Company is otherwise bound and (B) 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, . Other than (C1) have been offered, sold as set forth above and issued in compliance with applicable Law, including Securities Laws pursuant to the Governing Documents of the Company and (D2) pursuant to offer letters or similar Contracts with service providers entered into in the ordinary course of business providing for the grant or issuance of Equity Securities, which are free and clear set forth on Section 3.2(a) of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Disclosure Schedules, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, putsputs or rights of first refusal or first offer or other 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 Governing Documents of the Company, there are no voting trusts, proxies or other Contracts to which the Company is a party or otherwise bound with respect to the voting or transfer of the Equity Securities of the Company. (b) Section 3.2(b) of the Company Disclosure Schedules sets forth a true, correct and complete list, as of the date hereof, of each of the Group Companies (other than the Company), including its jurisdiction of organization, the number and class of Equity Securities thereof that are authorized, the number and class of Equity Securities thereof duly issued and outstanding, the names of its equityholders and the number of Equity Securities owned by each such equityholder. Other than (i) as set forth above and pursuant to the Governing Documents of the Group Companies (other than the Company) and (ii) pursuant to offer letters or similar Contracts with service providers entered into in the ordinary course of business providing for the grant or issuance of Equity Securities of a Group Company, as of the date hereof, no Group Company (other than the Company) has any outstanding purchase rights, subscription rights, conversion rights, exchange rights, calls, puts or rights of first refusal or first offer or other Contracts that could require any Group Company (other than 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 any Group Company (other than the Company), in each case other than to another Group Company. There Except for the Governing Documents of the applicable Group Company or shareholders agreements or similar Contracts to which the applicable Group Company is a party and that has, in the case of each such material agreement or Contract, been made available to SPAC, there are no voting trusts, proxies or other Contracts to which a Group Company (other than the Company) is a party with respect to the voting or transfer of any Equity Securities of any Group Company (other than the Company), in each case other than in favor of the Company or another Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (bc) None The Company Common Shares to be issued as merger consideration in the SPAC Merger will have been duly authorized by all necessary corporate action by the Resulting Company and will be validly issued, fully paid and non-assessable. (d) Except as set forth on Section 3.2(b) of the Company Disclosure Schedules or for any changes to the extent permitted by Section 5.1(b) or resulting from the acquisition of Equity Securities of any Person permitted by Section 5.1(b), none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity SecuritySecurities, and none of the Group Companies are is a partner partner, member or member similar participant of or in any partnership, limited liability company or joint venturesimilar business entity. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forthforth a true and complete statement, as of the Capitalization Timedate hereof, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group Pre-Closing Company Units issued and outstanding as of the date hereof and (ii) the identity of the Persons that are the legal and beneficial record owners thereof. Except as set forth on Section 3.2(a) of the Company Disclosure Schedules, as of the date hereof, the Company does not have any issued and outstanding Equity Securities. All of the Equity Securities of each Group issued and outstanding Pre-Closing Company Units have been duly authorized and validly issued and are fully paid and non-assessable. . (b) The Equity Securities of each Group Pre-Closing Company Units (Ai) were not issued in violation of the Governing Documents of the Group Companies Company or any other Contract to which each Group the Company is party or bound, in each case, in any material respect, (Bii) 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, and (Ciii) have been offered, sold and issued in compliance with applicable Law, including Securities Laws Laws, in each case under clauses (ii) and (Diii), in all material respects. Except as set forth on Section 3.2(b) are free and clear of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Disclosure Schedules, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (xA) equity appreciation, phantom equity or profit participation rights or (yB) options, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other 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. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the 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. Except for the Xxxxxxx Exchange Agreement, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of the Company to issue, sell or otherwise cause to become issued and outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group the Subsidiaries of the Company. There Except for the Xxxxxxx Exchange Agreement, 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 Group Company’s Equity Securities. None of the Group Companies has There are no outstanding any bonds, debentures, notes or other obligations, indebtedness of the holders of which have Company having the right to vote (or convert into convertible into, or exercise for exchangeable for, securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Sharesmatter for which Pre-Closing Company Members may vote. (bd) Except as set forth on Section 3.2(d) of the Company Disclosure Schedules, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Pre-Closing Company Units between the Company and any other Person. (e) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (cf) Section 3.2(c3.2(f) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies of the type described in clause (a) or (b) of the definition of Indebtedness as of the Capitalization Timedate of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, (as in effect as of the Capitalization Time, date hereof and as in effect immediately prior to Closing) sets forth a true and complete statement as of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company and, on an “as issued basis” that are or will be issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereofthereof and (iii) with respect to each grant of Company Class B Units, (A) the “Hurdle Amount”, and (B) the underlying number of Company Class B Units underlying the grant which shall have vested as of the Closing Date. The Equity Securities listed in Section 3.2 of the Company Disclosure Schedules are the only equity interests of the Company that are issued and outstanding. All of the Equity Securities of each Group Company have been duly authorized and validly issued and issued. All of the outstanding Company Units are fully paid and non-assessable. The Equity Securities of each Group Company (A1) were not issued in violation of the Governing Documents of the applicable Group Companies Company, any applicable state or federal securities Law or any other Contract to which each any Group Company is party or bound, (B2) were not issued in violation of of, and are not subject to any purchase option, preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D4) are free and clear of all Liens (other than those existing transfer restrictions under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closingapplicable Securities Law). None of the Group Companies has have outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any of the Group Companies 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. Upon grant, each Company Class B Unit constituted a “profits interest” as that term is used in Revenue Procedures 93-27 and 2001-43. (b) Section 3.2(b) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the 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. All of the Equity Securities of each Group Company are owned directly by the Company, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company LLC Agreement). Except for the Governing Documents, there are no voting trusts, proxies or other Contracts to which a Group Company is a party with respect to the voting or transfer of their respective Equity Securities. (c) There are no Equity Rights that could require any Group 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 any Group Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of the any Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (bd) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (ce) Section 3.2(c3.2(e) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Timedate of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (df) None Section 3.2(f) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control PaymentsCompanies.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by Section 5.1(b) or resulting from the issuance, grant, transfer or disposition of Equity Securities of the Company in accordance with Section 5.1(b), Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company issued and outstanding outstanding, and (ii) the identity of the Persons that are the legal and beneficial record owners thereof. . (b) All of the Equity Securities of each Group the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company, the Company Shareholder Agreement or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing)Laws. None of the Group Companies The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (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 first offer or other 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 as set out in the Company Shareholder Agreement and the Governing Documents of the Company, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. All of the Equity Securities of the Company have been issued in accordance with all applicable Securities Laws, and are not issued in breach or violation of any preemptive rights or Contract. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the equity holders of Company on any matter. No issued and outstanding shares of any of the Equity Securities of Company are held in treasury. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record owners thereof. There are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of 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 any Group the Subsidiaries of the Company. 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 Group Company’s Equity Securities. None All of the Group Companies Equity Securities of each Subsidiary of the Company have been issued in accordance with all applicable Securities Laws, and are not issued in breach or violation of any preemptive rights or Contract. No Subsidiary of the Company has any outstanding any bonds, debentures, notes or other obligations, obligations the holders of which have the right to vote (or convert are convertible into or exercise exercisable for securities having the right to vote) with the stockholders members of such Subsidiary of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the No issued and outstanding Bridgeburg Ordinary Sharesshares of any of the Equity Securities of any Subsidiary of the Company are held in treasury. (bd) None Except as set forth in Section 3.2(d), none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (ce) Section 3.2(c3.2(e) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies. (f) Section 3.2(f) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies that is material to the business of the Group Companies taken as a whole as of the Capitalization TimeOriginal Date (being where the Indebtedness for a single item is in excess of £200,000 and/or where accumulated Indebtedness owed to a certain party is in excess of £200,000), including the principal amount of such Indebtedness, the outstanding balance as of the date of this AgreementOriginal Date, and the debtor and the creditor thereof. (d) None of the Group Companies owe or otherwise have any Liabilities in respect of any Change of Control Payments.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, 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 of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereof, (iii) all Company Awards, (iv) the number of Persons that are holders or contractually entitled to such Company Awards, and (v) all Company Issuance Rights. All of the Equity Securities of each Group the Company have been duly authorized and validly issued and all of the outstanding Company Shares are fully paid and non-assessableassessable (meaning that the holders of the Company Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Company Shares). The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company, the Company Incentive Plan or any other Contract to which each Group the Company is party or bound, (B2) 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, Person under the Governing Documents of the Company or any other Contract to which the Company is a party or bound or applicable Laws and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws Laws. Except as set forth on Section ‎3.2(a) of the Company Disclosure Schedules and (D) are free and clear of all Liens (other than those existing under except for the shareholder’s agreement of BridgeburgCompany Awards, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, performance stock, performance stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other 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. The Company Incentive Plan is the only equity incentive plan maintained by the Company and all outstanding option, restricted stock, equity-based or equity-linked and similar awards have been granted under the Company Equity Incentive Plan. (b) Except as set forth on Section ‎3.2(b) of the Company Disclosure Schedules, the Equity Securities of the Company are free and clear of all Liens (other than transfer restrictions under applicable Securities Law or the Company’s Governing Documents). There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. (c) There are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of 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 any Group the Subsidiaries of the Company. 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 Group Company’s Equity Securities. None of Company to which the Group Companies has outstanding Company or any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesSubsidiary is a party. (bd) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any Person other Person than a Group Company or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint ventureventure other than a Group Company. (ce) Section 3.2(c‎3.2(e) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization TimeCompanies, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreementbalance, and the debtor and the creditor thereof. (df) None Section ‎3.2(f) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe Companies. (g) Each Company Award was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Company Incentive Plan. (h) As of the Closing, (i) the authorized share capital of Holdco will consist only of Holdco Shares, par value €0.12 per share, and (ii) all of the issued and outstanding Holdco Shares when issued in accordance with the terms hereof (A) will be duly authorized, validly issued, fully paid and nonassessable (meaning that the holders of the Holdco Shares will not by reason of merely being such a holder, be subject to assessment or otherwise calls by Holdco or its creditors for further payment on such Holdco Shares), (B) will have any Liabilities been issued in respect compliance in all material respects with applicable Law and (C) will not have been issued in breach or violation of any Change of Control Paymentspreemptive rights or Contract to which Holdco is a party or bound.

Capitalization of the Group Companies. (a) The authorized Equity Securities of the Company consist of 900,000,000 Company Shares, of which 64,149,777 are issued and outstanding. Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Group the Company (including, for the avoidance of doubt, the number and class or series (as applicable) of all the Equity Securities to be issued upon the consummation of the New Rise Acquisitions) issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal record and beneficial owners thereofthereof and (iii) each such record and beneficial owner’s respective ownership percentage. All of the Equity Securities of each Group the Company have been and continue to be duly authorized authorized, validly issued, fully paid, nonassessable and validly issued free and are fully paid and non-assessableclear of all Liens (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the Company). The Equity Securities of each Group the Company (A1) were not issued in violation of the Governing Documents of the Group Companies Company or any other Contract to which each Group the Company is party or bound, (B2) 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, Person and (C3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (DLaws. Except as set forth in Section 3.2(a) are free and clear of all Liens (other than those existing under the shareholder’s agreement of BridgeburgCompany Disclosure Schedules, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, performance stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or similar based rights or other Contracts that could require any Group 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 or measured by reference to Equity Securities of any Group the Company. There are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has There are no outstanding any bonds, debentures, notes or other obligations, Indebtedness of the holders of which have Group Companies having the right to vote (or convert into convertible into, or exercise for exchangeable for, securities having the right to vote) with on any matter for which the stockholders holders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesCompany’s Equity Securities may vote. (b) None Section 3.2(b) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof and (iii) each such record and beneficial owner’s respective ownership percentage. All of the Equity Securities of each Subsidiary of the Company have been and continue to be duly authorized, validly issued, fully paid, nonassessable and free and clear of all Liens (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of such Subsidiary). The Equity Securities of each Subsidiary of the Company (1) were not issued in violation of the Governing Documents of such Subsidiary or any other Contract to which such Subsidiary is party or bound, (2) 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 and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. No Subsidiary of the Company has any outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, performance stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or similar based rights or other Contracts that could require such Subsidiary 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 or measured by reference to Equity Securities of such Subsidiary. There are no voting trusts, proxies or other Contracts to which any Subsidiary of the Company is a party with respect to the voting or transfer of such Subsidiary’s Equity Securities. There are no outstanding bonds, debentures, notes or other Indebtedness of the Group Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the holders of the Equity Securities any Subsidiary of the Company may vote. (c) Except as set forth on Section 3.2(c) of the Company Disclosure Schedules, none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (cd) Section 3.2(c3.2(d) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of (excluding intercompany Indebtedness among the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance Group Companies) as of the date of this Agreement, and including the debtor and the creditor thereof. (de) None Section 3.2(e) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe or otherwise have any Liabilities in respect Companies, including (i) the dollar amount of any (ii) the recipient of, (iii) the payment date (if other than the Closing Date), and (iv) the Contract giving rise to such Change of Control PaymentsPayment.

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, 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 of the Equity Securities of each Group the Company issued and outstanding and outstanding, (ii) the identity of the Persons that are the legal and beneficial owners registered holders thereof. All of the Equity Securities of each Group the Company have been duly authorized and validly issued and issued. All of the outstanding Company Shares are fully paid and non-assessable. . (b) The Equity Securities of each Group the Company (Ai) were not issued in violation of the Governing Documents of the Group Companies Company or any other Contract to which each Group the Company is party or bound, (Bii) 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, (Ciii) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (Div) are free and clear of all Liens (other than those existing transfer restrictions under the shareholder’s agreement Governing Documents of Bridgeburg, the agreement (Company and any Liens thereunder) of which shall terminate upon the Closingapplicable Securities Law). None of the Group Companies The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted shares, restricted share units, phantom shares, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other 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. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the 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. There are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Subsidiary of 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 any Group the Subsidiaries of the Company. There are no voting trusts, proxies or other Contracts to which any Group Company is a party with respect to the voting or transfer of any Equity Securities of any Subsidiary of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (bd) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (ce) Section 3.2(c3.2(e) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Timedate of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof. (df) None Section 3.2(f) of the Company Disclosure Schedules sets forth a list of all Change of Control Payments of the Group Companies owe Companies. (g) The Company ADS Consideration and the Company Ordinary Shares underlying such company ADS Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Governing Documents of the Company, or any Contract to which the Company is a party or otherwise have any Liabilities in respect of any Change of Control Payments.bound

Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forthforth a true and complete statement, as of the Capitalization Timedate hereof, a true and complete statement for each Group Company, of (i) the number and class or series (as applicable) of all of the Equity Securities of each such Group Company authorized as of the date hereof, (ii) the number and class or series (as applicable) of all of the Equity Securities of such Group Company issued and outstanding as of the date hereof and (iiiii) the identity of each Person that is a record owner thereof. Except as set forth on Section 3.2(a) of the Persons that are Company Disclosure Schedules or for Equity Securities issued or granted after the legal date hereof either permitted by Section 5.1(b)(v) (including as set forth in Section 5.1(b)(v) of the Company Disclosure Schedules), or in accordance with Section 5.1(b)(v), no Group Company has any issued and beneficial owners thereofoutstanding Equity Securities. All of the outstanding Equity Securities of each the Group Companies, including the Company Shares, have been duly authorized and validly issued and are fully paid and non-assessable. . (b) The Equity Securities of each Group Company (Ai) were not issued or otherwise acquired in violation of the Governing Documents governing documents of the such Group Companies Company or any other Contract to which each such Group Company is party or bound, (Bii) 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, and (Ciii) have been offered, sold sold, transferred and issued in compliance with applicable Law, including Securities Laws Laws. Except for the Company Options and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunderCompany Warrants set forth on Section 3.2(a) of which shall terminate upon the Closing). None Company Disclosure Schedules or as set forth on Section 3.2(b) of the Company Disclosure Schedules, no Group Companies Company has any outstanding (x) equity appreciation, phantom equity or profit participation rights or rights, (y) options, restricted stockstock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any such Group 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 such Group Company or (z) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group Company. Section 3.2(b) of the Company Disclosure Schedules accurately identifies each Contract relating to any Equity Securities of any Group Company that contains any information rights, rights of first refusal, registration rights, financial statement requirements or other terms that would survive the Closing unless terminated or amended prior to the Closing. (c) There are no outstanding bonds, debentures, notes or other indebtedness of any Group Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which holders of Company Shares may vote. (d) Except as set forth on Section 3.2(d) of the Company Disclosure Schedules, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary SharesCompanies. (be) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person (other than any Group Company) or the right to acquire any such Equity Security, and none of the Group Companies are is a partner or member of any partnership, limited liability company or joint ventureventure (other than any other Group Company). (cf) Section 3.2(c3.2(f) of the Company Disclosure Schedules sets forth a true and complete statement, as of the date hereof, with respect to each Company Option, (i) the holder thereof, (ii) the date of grant, (iii) the exercise price, (iv) any applicable expiration (or similar) date and (v) any applicable vesting schedule (including acceleration provisions). (g) Section 3.2(g) of the Company Disclosure schedules sets forth a true and complete statement, as of the date hereof, with respect to each Company Warrant, (i) the date of grant, (ii) any applicable exercise (or similar) price, (iii) the expiration date, (iv) any applicable vesting schedule (including acceleration provisions), (v) the number of Company Shares subject to the Company Warrant. (h) Section 3.2(h) of the Company Disclosure Schedules sets forth a list of all Indebtedness Company Change of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance Control Payments as of the date of this Agreement, and the debtor and the creditor thereof. (di) None No event has occurred, and to the Company’s knowledge, no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, any Liability of the Group Companies owe Company to any current, former or otherwise have any Liabilities alleged securityholder of the Company in respect such Person’s capacity (or alleged capacity) as a securityholder of any Change of Control Paymentsthe Company.

Capitalization of the Group Companies. (a) Section 3.2(a) All of the Company Disclosure Schedules sets forth, as of the Capitalization Time, a true and complete statement of (i) the number and class or series of all of the Equity Securities of each Group Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereof. All of the Equity Securities Interests of each Group Company have been duly authorized and validly issued and issued, are fully paid and non-assessable. The assessable (if applicable), and (i) are held as set forth under the heading “As of the Agreement Date” on Section 3.1(b) of the Disclosure Schedule as of the date hereof and (ii) will be held as set forth under the heading “After Giving Effect to the Pre-Closing Restructuring” immediately after giving effect to the Pre-Closing Restructuring, in each case, free from any Liens, and none of the issued and outstanding Equity Securities Interests of each a Group Company (A) were not issued in violation of the Governing Documents of the Group Companies is, or any other Contract will be, subject to which each Group Company is party or boundwas, (B) were not or will be, issued in violation of any applicable securities Applicable Laws, purchase options, warrants, call options, rights of first refusal, preemptive rights, call option, right of first refusal subscription rights or first offer, subscription rights, transfer restrictions or any similar rights under any provision of any Person, (C) have been offered, sold and issued in compliance with applicable Applicable Law, including Securities Laws the Governing Documents of a Group Company, or any Contract to which a Group Company is a party or by which a Group Company or its properties or assets are bound. Section 3.2(a) of the Disclosure Schedule identifies as of the date hereof: (i) each Partner, Principal Shareholder and Principal of the Partnership; (ii) the Partnership Units held by each Partner and Principal of the Partnership and (Diii) the Partner for whom each Principal Shareholder is the sole shareholder. No Group Company is party to any bonds, debentures, notes or other Indebtedness that entitles the holders thereof to vote (or that is convertible or exercisable for or exchangeable into securities that entitle the holders thereof to vote) with holders of Equity Interests of a Group Company on any matter. Except for the Support Agreement, there are free no proxies and clear no voting agreements, voting trusts or registration agreements with respect to any Equity Interests of all Liens a Group Company. (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunderi) of which shall terminate upon the Closing). None of the Group Companies has There are no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) authorized options, restricted stock, phantom stockunits, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could would require any a Group Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities Interests, and (ii) there is no outstanding or securities convertible into authorized equity appreciation, phantom stock or exchangeable for similar rights with respect to a Group Company. (c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, there are no declared or accrued unpaid distributions with respect to any Equity Securities Interests of a Group Company and no Group Company is party to any Contract that obligates such Group Company to make any payment (including any dividend or distribution) in respect of any Equity Interests of any Group Company. There are no voting trustsAll distributions, proxies or other Contracts with respect to repurchases and redemptions of the voting or transfer Equity Interests of any of Group Company were undertaken in compliance with the Group Company’s Equity Securities. None of the Group Companies has outstanding Companies’ Governing Documents then in effect, any bonds, debentures, notes or other obligations, the holders of Contract to which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable any Group Company on any matter. BP, together then was a party and in compliance with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares. (b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture. (c) Section 3.2(c) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Group Companies as of the Capitalization Time, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereofApplicable Laws. (d) None Except for the Excluded Subsidiaries and the Inactive Subsidiaries, which are Subsidiaries of the Partnership, no Group Companies owe Company directly or otherwise indirectly owns any Investment or Equity Interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any Equity Interest in, any Person other than any other Group Company. (e) No Excluded Subsidiary, other than Xxxxxx Asia Subsidiary and its Subsidiaries, owns or uses any assets that are used in the Non-Attest Business or the Attest Business and it conducts no business other than providing wealth management, financial, insurance and investment management services. (f) Except as set forth on Section 3.2(f) of the Disclosure Schedule, the Inactive Subsidiaries currently conduct no, and have not within the twelve (12) month immediately preceding the date of this Agreement conducted, any Liabilities in respect of any Change of Control Paymentsbusiness or operations, and have no assets or Liabilities.