Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. The Company has an (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized capitalization Capital Stock of the Parent and the issued and outstanding Capital Stock of the Parent are as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectuson Schedule 5.01(e)(i). All of the issued and outstanding shares of capital stock Capital Stock of the Company Parent have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Warrants or, upon exercise of any Warrant, the issuance of Warrant Shares, except for anti-dilution provisions which have been validly waived on or prior to the date hereof in respect of the issuance of the Warrants and, upon exercise of any Warrant, the issuance of Warrant Shares. The Warrants will be duly authorized and upon receipt of the Requisite Approval, and, upon issuance in accordance with the terms hereof, will be validly issued, fully paid and nonassessablenon-assessable, free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of the Parent. The Warrant Shares have been issued in compliance with all applicable securities lawsduly authorized and reserved for issuance upon exercise of the Warrants, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided hereinupon such exercise, will be duly authorized and validly issued, fully paid and nonassessablenon-assessable, will be issued in compliance free from all taxes, liens and charges with all applicable securities lawsrespect to the issue thereof, and will not be free of preemptive, registration subject to preemptive rights or other similar rights and will conform to the description of stockholders of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the CommissionParent.

Capitalization; Subsidiaries. (a) The attached “Capitalization Schedule” accurately sets forth the authorized and outstanding capital stock of the Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusname and number of shares of capital stock held by each Stockholder. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are duly authorized and validly issued, fully paid and nonassessable, are owned of record and beneficially by the Stockholders and were not issued in violation of, or in any attempt to circumvent, the preemptive or other rights of any Person or any agreement (including the Company’s Charter and bylaws) or Law by which the Company was bound at the time of issuance. Set forth on the Capitalization Schedule is the name of each holder of a Stock Option or Warrant, the type of each Stock Option held, the number and class of shares of Company Capital Stock subject to each Stock Option or Warrant, the exercise price of each Stock Option or Warrant, and the extent to which each Stock Option or Warrant is vested and exercisable. Each of the Options and Warrants set forth on the Capitalization Schedule have been duly authorized, are validly issued, are owned of record and beneficially by the holders noted thereon and were not issued in violation of, or in any attempt to circumvent, the preemptive or other rights of any Person or any agreement (including the Company’s Charter and bylaws) or Law by which the Company was bound at the time of issuance. Except for this Agreement and as may be set forth on the attached Capitalization Schedule, there are no outstanding or authorized options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock or any rights or interests exercisable therefor. There are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. Except as set forth on the Capitalization Schedule, the Company is not a party to any voting trust or other agreement with respect to the voting, redemption, sale, transfer or other disposition of the capital stock of the Company. There are no declared, accrued or unpaid dividends with respect to any shares of the Company Capital Stock. The Distribution Waterfall accurately and properly reflects all issued and outstanding shares of capital stock of the Company, all outstanding options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock or any rights or interests exercisable therefor, and the relative rights and preferences of the same, and the amount of the Initial Merger Consideration to be paid to the holders of Company Capital Stock and to the holders of Options and Warrants under the terms of the Charter and all other agreements governing the rights of any Seller or any holder of an Option or Warrant. All Company Capital Stock, Options and Warrants have been issued in compliance with all applicable federal and state securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. The (a) Section 2.5(a) of the Disclosure Schedule sets forth a true, correct and complete list of the authorized, issued and outstanding shares of Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package Capital Stock and the Final Prospectusname and number of shares of Company Capital Stock held of record by each Stockholder, together with the holders of Stock Options (including the vesting schedule, per share exercise price thereof and number of shares of Common Stock subject thereto), in each case as of the date hereof. All of the issued and outstanding shares of capital stock Company Capital Stock have been duly authorized, are validly issued, fully paid and nonassessable, have been issued in compliance with any preemptive or similar rights, and are owned of record by the Company are Stockholders, and all shares of Common Stock that may be issued upon conversion of shares of Preferred Stock or Stock Options prior to the Effective Time shall have been duly authorized and authorized, shall be validly issued, fully paid and nonassessable, and shall have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusany preemptive or similar rights. Except for this Agreement and as may be set forth on Section 2.5(a) of the issuances of options or restricted stock in the ordinary course of businessDisclosure Schedule, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, there are no outstanding options, warrants, agreementsrights (pre-emptive or otherwise), contracts contracts, pledges, calls, puts, rights to subscribe, conversion rights or other contracts, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance, disposition or acquisition of any of its equity or any rights in existence or interests convertible, exchangeable or exercisable therefor or giving any Person the right to purchase receive any economic benefit or acquire right similar to or derived from the economic benefits or rights accruing to holders of Company Capital Stock, or convertible into, exchangeable or exercisable for any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusforegoing. The Company has no “Subsidiary” complied with all applicable Laws in connection with the issuance of its securities. Except as such term is defined in Rule 1-02(xset forth on Section 2.5(a) of Regulation S-X the Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. There are no bonds, debentures, notes or other debt securities of the CommissionCompany or any of its Subsidiaries that have the right to vote, or that are convertible or exchangeable into or exercisable for securities having the right to vote, on any matters on which Company Stockholders may vote.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. The Company has an authorized capitalization (a) Section 2.04(a) of the SPAC Disclosure Letter sets forth a true and complete statement as set forth in of the Registration Statement, date of this Agreement of the Time of Sale Disclosure Package number and the Final Prospectus. All class or series (as applicable) of the issued and outstanding shares of capital stock SPAC Shares and SPAC Warrants. All outstanding Equity Securities of the Company are SPAC have been duly authorized and validly issued and are fully paid and non-assessable. The issuance of Post-Closing SPAC 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, therefore, be duly authorized, validly issued, fully paid and nonassessablepaid, and have been non-assessable. Except as set forth in Section 2.04(a) of the SPAC Disclosure Letter, such Equity Securities (i) were not issued in compliance with all violation of the Governing Documents of the SPAC or any applicable securities lawsLaw, and conform (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the SPAC) and were not issued in all material respects to the description thereof in the Registration Statementviolation of any preemptive rights, the Time call option, right of Sale Disclosure Package and the Final Prospectusfirst refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the issuances SPAC Shares and SPAC Warrants set forth on Section 2.04(a) of options or restricted stock the SPAC Disclosure Letter (subject to any SPAC Shareholder redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of the SPAC. Except as disclosed in the ordinary course SPAC SEC Reports, in Section 2.04(b) of businessthe SPAC Disclosure Letter, since the respective dates as of which information is provided in the Registration Statementexpressly contemplated by this Agreement, the Time of Sale Disclosure Package other Transaction Documents or the Final Prospectus, Transactions or as otherwise mutually agreed to by the Company has not entered into and the SPAC, there are no outstanding (i) equity appreciation, phantom equity or granted any convertible profit participation rights, or exchangeable securities(ii) options, optionsrestricted stock, phantom stock, warrants, agreementspurchase rights, contracts subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other rights Contracts that could require the SPAC, and, except as expressly contemplated by this Agreement, the other Transaction Documents or the Transactions or as otherwise mutually agreed in existence to purchase or acquire from writing by the Company any shares and the SPAC, there is no obligation of the capital stock SPAC, 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 CompanySPAC. Except as disclosed in the SPAC SEC Reports or the SPAC’s Governing Documents, there are no outstanding contractual obligations of the SPAC to repurchase, redeem or otherwise acquire any securities or Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports or in Section 2.04(b) of the SPAC Disclosure Letter, there are no outstanding bonds, debentures, notes or other Indebtedness of the SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 2.04(b) of the SPAC Disclosure Letter, the SPAC is not a party to any stockholders’ agreement, voting agreement or registration rights agreement relating to the SPAC Shares or any other Equity Securities of the SPAC. The SharesSPAC does not own any Equity Securities in any other Person or have any right, when issued option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities or obligations exercisable or exchangeable for or convertible into any Equity Securities, of such Person. Page 11 of 104 Agreement and paid for as provided hereinPlan of Merger, will be duly authorized by and validly issuedamong Babylon Holdings Limited, fully paid and nonassessableLiberty USA Merger Sub, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.Inc.and Alkuri Global Acquisition Corp.