Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) Schedule 2.7(a) of the Disclosure Letter will set forth a true and complete list that accurately reflects all of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The authorized capital stock of the Disclosure Letter will set forth a true Company consists of 50,000,000 shares of Company Common Stock and complete list that accurately reflects all 10,000,000 shares of the Company’s Interests in preferred stock, par value $0.01 per share (the “Company Preferred Stock”). Twenty million shares of Company Common Stock are issued and outstanding and no shares of Company Preferred Stock are issued and outstanding. No shares of Company Common Stock are held by the Company Group Entities and the holder thereofin its treasury. All such Interests in outstanding shares of capital stock of the Company Group Entities have been are duly authorized, are validly issued and are issued, fully paid and non-assessable and not subject to, and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(bSection 4.3(b) of the Company Disclosure LetterSchedule sets forth a complete and correct list of each Subsidiary of the Company, there are no Contracts (including options, warrants, calls, puts together with the jurisdiction of organization and preemptive rights) obligating percentage of outstanding equity or voting interests owned by the Company. All outstanding shares of capital stock of the Subsidiaries of the Company Group Entities are duly authorized, validly issued, fully paid and non-assessable and not subject to: (i) issue, selland were not issued in violation of, pledge, dispose any preemptive rights and are owned of or encumber any Interests in any record and beneficially by the Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution free and clear of any kind with respect to any Interests in any Company Group EntityLiens. (c) Except as set forth in Schedule 2.7(cSection 4.3(c) of the Company Disclosure LetterSchedule, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting neither the Company nor any of the Interests its Subsidiaries owns any shares of any Company Group Entity. There are no voting trusts, proxies, capital stock or other equity holder or similar agreements voting interests in (including any securities exercisable or understandings with respect exchangeable for or convertible into capital stock or other equity or voting interests in) any other person (other than equity or debt securities held as investments in the ordinary course of business which are not, individually or in the aggregate, material to the voting of any Interests of any Company Group Entityand its Subsidiaries, taken as a whole). (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations subscriptions, options, warrants, calls, convertible securities, phantom stock rights, stock appreciation rights, stock-based performance units or other similar rights, agreements, commitments or Contracts of any kind to which the Company Group Entity or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to provide funds issue, deliver or make any investment (in either casesell, in the form or cause to be issued, delivered or sold, additional shares of a loancapital stock of, capital contribution, purchase of an Interest (whether from the issuer or another Person) other equity or otherwise) voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any other Personof its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, unit, agreement, commitment or Contract.

Capitalization; Subsidiaries. (a) Schedule 2.7(aThe issued and outstanding Shares of the Company, including the holders thereof, is set forth in Section 5.5(a) of the Company Disclosure Letter will set forth a true Schedule. The Sellers own all such Shares, which comprise the only issued and complete list that accurately reflects all outstanding equity securities of the Company’s Interests in , free and clear of any Liens (other than Permitted Liens). All outstanding equity securities of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are authorized and validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Personnonassessable. There are no Interests issued or outstanding in equity securities of the Company Group Entities other than that remain subject to vesting or forfeiture restrictions. Except as otherwise set forth on Schedule 2.7(ain Section 5.5(a) of the Company Disclosure LetterSchedule, there are no outstanding equity securities or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for equity securities or voting securities of the Company, or (iii) options or other rights to acquire from the Company, or other obligations of the Company to issue, any equity securities, voting securities or securities convertible into or exchangeable for equity securities or voting securities of the Company. Schedule 5.5(a) sets forth the fully-diluted stock capitalization of the Company, including the exercise prices of derivative securities. (b) Except as All outstanding equity securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Laws and (ii) all requirements set forth in Schedule 2.7(bapplicable Material Contracts. (c) The Company has never repurchased, redeemed or otherwise reacquired any of their securities and there are no outstanding rights or obligations of the Company to repurchase or redeem any of their securities. (d) Section 5.5(d) of the Company Disclosure LetterSchedule lists for each Subsidiary of the Company, there are no Contracts (including the percentage of equity securities owned or controlled, directly or indirectly by the Company as of the date hereof. The Company is not bound by any outstanding subscriptions, options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, pledgeor cause to be issued, dispose delivered or sold, any of its equity securities or encumber any Interests in any Company Group Entity; (ii) redeemsecurities convertible into, exchangeable for or representing the right to subscribe for, purchase or acquire in otherwise receive any manner such equity security or obligating such Subsidiary to grant, extend or enter into any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Lettersuch subscriptions, there are no outstanding or authorized equity appreciationoptions, phantom equitywarrants, profit participationcalls, or similar commitments, rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, agreements or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interestagreements. There are no outstanding contractual obligations of any Subsidiary of the Company Group Entity to provide funds repurchase, redeem or make otherwise acquire any investment of its capital stock or other equity interests. All of the shares of capital of each of the Subsidiaries of the Company are validly issued, fully paid (in either caseto the extent required under the applicable governing documents) and nonassessable and are owned by the Company or a Subsidiary of the Company, in the form free and clear of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonLiens.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) As of the Disclosure Letter will set forth a true and complete list that accurately reflects all close of business on August 8, 2019, the authorized capital stock of the Company’s Interests in Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As of the Company Group Entities and the holder thereofdate hereof, there are no shares of preferred stock authorized, issued or outstanding. All such Interests in of the issued and outstanding shares of Company Group Entities Common Stock have been duly authorized, are authorized and validly issued and are or will be when issued fully paid paid, nonassessable and non-assessable and were not issued in violation of, and are not subject to, any free of preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) As of the Disclosure Letterdate of this Agreement, there are no Contracts existing (including i) options, warrants, calls, puts and preemptive subscriptions or other rights) , convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company Group Entities to: (i) or any of its Subsidiaries to issue, selltransfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeemcontractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or acquire in otherwise receive any manner capital stock of the Company or any Interests in any Company Group Entity; or of its Subsidiaries, (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciationappreciation rights, phantom equity, profit participation, equity or similar rights affecting with respect to, or valued in whole or in part in reference to, the Company or any of the Interests of any Company Group Entity. There are no its Subsidiaries or (iv) voting trusts, proxies, or other equity holder trusts or similar agreements or understandings to which the Company is a party with respect to the voting of any Interests the capital stock of any Company Group Entitythe Company. (dc) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth in Schedule 2.7(don Section 3.2(c) of the Company Disclosure Letter, there are nothe Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and there have not been anyall of such company, Persons partnership or joint ventures in which any corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company Group Entity owns, has made available to Parent the currently effective corporate or has owned, other organizational documents for each of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personits Subsidiaries.

Capitalization; Subsidiaries. (a) Schedule 2.7(aThe authorized capital stock of the Company consists of 35,000,000 shares of Common Stock. As of the date hereof, there are outstanding: (i) 25,308,435 shares of Common Stock, (ii) 5,070,000 options to acquire Common Stock pursuant to the ORS Nasco Holding, Inc. 2006 Stock Plan, and (iii) 562,825 warrants pursuant to the Warrant Agreements. The Company has provided Buyer with a certificate listing all Sellers and all Securities owned by each of them as of the date hereof. Except as set forth on such certificate, there are no other outstanding options, warrants, rights, calls, agreements, or other commitments or rights issued by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party to purchase or acquire any unissued stock or other securities from the Company or any of its Subsidiaries, and except for shares of Common Stock reserved for stock options not yet granted, no other capital stock of the Company or any of its Subsidiaries is reserved for any purpose. Except as set forth in Section 3.9 of the Disclosure Letter will set forth Schedule, there are no Contracts to which the Company is a true and complete list party that accurately reflects all relate to the Shares. (b) All of the Company’s Interests in Shares have been validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock or membership interests of each Subsidiary of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation ofare owned by the Company, free and are not subject to, any preemptive rights, rights clear of first refusal, rights of first offer, purchase options, call options or other similar rights of any Personall Liens. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, rights, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issueagreements, sell, pledge, dispose of or encumber other commitments or rights issued by any Interests in Subsidiary or to which any Company Group Entity; (ii) redeem, Subsidiary is a party to purchase or acquire in any manner unissued stock or other securities from a Subsidiary, and no other capital stock of a Subsidiary is reserved for any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entitypurpose. (c) Except as set forth specified in Schedule 2.7(c) Section 3.9 of the Disclosure LetterSchedule, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting neither the Company nor any of the Interests of its Subsidiaries owns, directly or indirectly, any Company Group Entity. There are no voting trustscapital stock, proxiesmembership interest, partnership interest, joint venture interest, or other equity holder or similar agreements or understandings with respect to the voting of interest in any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(a2.3(a) sets forth the authorized capital stock of each member of the Disclosure Letter will Company Group and the Minority Interest Companies, including the identification of each authorized class of capital stock and the number of authorized shares of each class. Schedule 2.3(a) sets forth the number of issued and outstanding shares of each class, and the number of treasury shares of each class of each member of the Company Group and, to the Sellers’ Knowledge, of each Minority Interest Company. Except as otherwise set forth a true and complete list that accurately reflects in Schedule 2.3(a), (x) all of the Company’s Interests issued and outstanding shares of capital stock of the Companies are owned beneficially and of record by the applicable Seller, as set forth on Schedule 2.3(a), (y) all of the issued and outstanding shares of the capital stock of the Subsidiaries of the Companies are owned beneficially and of record by the Persons set forth on Schedule 2.3(a) and (z) all of the issued and outstanding shares of the capital stock of the Minority Interest Companies held by the Sellers or any of their Affiliates are owned of record and beneficially by the Persons set forth on Schedule 2.3(a), which Schedule, in each case, also sets forth the number of such Shares so owned. (b) All of the issued and outstanding shares of capital stock of each member of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been are duly authorized, are validly issued and are issued, fully paid and non-assessable assessable, and were not issued in violation of, and are not subject to, any of the preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued Person or outstanding in any agreement or law by which the applicable member of the Company Group Entities other than as set forth on Schedule 2.7(a) Group, at the time of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entityissuance was bound. (c) Except as otherwise set forth in Schedule 2.7(c2.3(c) of the Disclosure Letterand except as set forth in this Agreement, there are no outstanding options, warrants, calls, rights of first refusal, preemptive rights, subscriptions or authorized equity appreciationother rights, phantom equityagreements, profit participationarrangements or commitments of any kind relating to the issued or unissued capital stock of any member of the Company Group obligating the Sellers, any Affiliates thereof, or similar rights affecting any member of the Interests of any Company Group Entity. There are no voting truststo issue, proxiestransfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or other equity holder interest in, any member of the Company Group or similar agreements securities convertible into or understandings exchangeable for such shares or equity interests, or obligating the Sellers, any Affiliate thereof or any member of the Company Group to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment with respect to any equity interest in any member of the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) and none of the Disclosure Letterforegoing has been authorized, there are no, committed to or agreed to. The Sellers have made available to the Purchaser a true and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, correct copy of record or beneficially, any direct or indirect the share certificate of National Cables (through a Subsidiary or otherwisePTY) Interest. There are no outstanding obligations of any Company Group Entity LTD issued to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonPxxxxx Dodge National Cables Corporation.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The Company is authorized to issue 10,000,000 shares of Company Common Stock, of which 4,554,545 shares of Company Common Stock are issued and outstanding as of the Disclosure Letter will set forth a true date of this Agreement, and complete list that accurately reflects all the Company does not have any other authorized or issued shares of capital stock. All of the Company’s Interests in the issued and outstanding shares of Company Group Entities and the holder thereof. All such Interests in the Company Group Entities Common Stock have been duly authorizedauthorized and validly issued, are validly issued and are fully paid and non-assessable and were have not been issued in violation ofof any purchase option, and are not subject to, any preemptive rights, rights right of first refusal, rights preemptive right, subscription right or any similar right under any provision of first offerthe Delaware General Corporation Law, purchase optionsany other applicable Law, call options the Company’s Governing Documents or other similar rights of any Person. There are no Interests issued or outstanding in Contract to which the Company Group Entities other than as is a party or by which it or its securities are bound. All of the issued and outstanding Shares of Company Common Stock are owned of record and beneficially by the Persons set forth on Schedule 2.7(a) 6.4(a), all of which shares of Company Common Stock are owned free and clear of any Liens other than those imposed under the Disclosure LetterCompany’s Governing Documents or applicable securities Laws. (b) Schedule 6.4(b) sets forth the legal (registered) and beneficial owners of all outstanding Company Options (including in each case the grant date, number and type of shares issuable thereunder, the exercise price, the expiration date and any vesting schedule). Except as for the Company Options set forth in on Schedule 2.7(b) of the Disclosure Letter6.4(b), there are no Contracts (including issued or outstanding options, warrants, calls, puts and preemptive rights) obligating warrants or other rights to subscribe for or purchase any equity interests of the Company Group Entities to: (i) issueor securities convertible into or exchangeable for, sellor that otherwise confer on the holder any right to acquire any equity securities of the Company, pledge, dispose or preemptive rights or rights of first refusal or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind first offer with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) the equity securities of the Disclosure LetterCompany, nor are there any Contracts, commitments, understandings, arrangements or restrictions to which the Company or a Company Holder is a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, equity or similar rights affecting any of with respect to the Interests of any Company Group EntityCompany. There are no voting trusts, proxies, shareholder agreements, registration rights agreements or any other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) voting, registration or transfer of the Disclosure Letterequity securities of the Company. All of the equity securities of the Company have been granted, there are nooffered, sold and there have not been anyissued in compliance with all applicable foreign, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Intereststate and federal securities Laws. There are no outstanding contractual obligations to repurchase, redeem or otherwise acquire any equity interests or securities of any the Company. The Company Group Entity has no outstanding contractual obligations to provide funds to, or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) contribution or otherwise) in, any other Person. As a result of the consummation of the transactions contemplated by this Agreement, no equity interests, warrants, options or other securities of the Company are issuable and no rights in connection with any equity interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Since January 1, 2017, except for the Redemption as contemplated by this Agreement, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any of its equity interests, and the Board of Directors (or equivalent governing body) of the Company has not authorized any of the foregoing. (d) Other than the Secured Note (which will be paid in full upon the Initial Closing), the Company does not have any Indebtedness. (e) The Company does not have any Subsidiaries or have any ownership interest in any other Person; provided, that, notwithstanding anything to the contrary contained in this Agreement, in the event of the breach of the foregoing representation and warranty, without limiting any rights or remedies available under this Agreement or applicable Law, any reference in this Agreement to the Company or its assets, properties, contracts, rights, Liabilities, business, operations, condition or employees will include those of its Subsidiaries, and any financial statements or information of the Company will be on a consolidated basis with subsidiaries, in each case, to the extent reasonably applicable.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The total authorized share capital of the Disclosure Letter will set forth a true and complete list that accurately reflects Company is NOK 85,000,000 consisting of 5,000,000 shares of NOK 17 each, all of the Company’s Interests in which are issued and outstanding. No other shares of the Company Group Entities and the holder thereofare authorized, issued or outstanding. All such Interests in shares of the Company Group Entities are held of record and beneficially owned by the Seller, which is a wholly owned subsidiary of the Guarantor. (b) Neither the Company nor any of its Subsidiaries have been or maintain any share option plan, share purchase plan or other similar plan providing for equity compensation to any Person with respect to equity of the Company or any of its Subsidiaries. (c) All of the issued and outstanding shares of the Company are duly authorized, are validly issued and are issued, fully paid and non-assessable nonassessable. All outstanding shares of the Company have been issued and were not issued granted in violation ofcompliance with all applicable securities Laws. There are no options, and are not subject towarrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound, obligating the Company, or providing a Person a right to obligate the Company, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company or of any of its Subsidiaries or obligating the Company, or providing a Person a right to obligate the Company, to grant, extend, or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized share appreciation, phantom shares, profit participation, or other similar rights with respect to the Company. There are no preemptive rights, rights of first refusalrefusal or offer, put or call rights, and there is no voting trust, proxy, rights of first offerplan, purchase options, call options antitakeover plan or other similar rights agreements or understandings to which the Company is a party or by which the Company is bound with respect to any equity security of any Person. There are no Interests issued or outstanding in class of the Company Group Entities other than as set forth on Schedule 2.7(aor of any of its Subsidiaries. (d) Section 3.3(d) of the Company Disclosure LetterSchedule sets forth each Subsidiary of the Company and their respective capitalization and jurisdictions of organization. None of the Company and its Subsidiaries owns, directly or indirectly, or has any right to acquire any direct or indirect equity participation or interest in any Person which is not listed as a Subsidiary of the Company in Section 3.3(d) of the Company Disclosure Schedule. (be) Except as set forth Each Subsidiary listed in Schedule 2.7(bSection 3.3(d) of the Company Disclosure LetterSchedule is a wholly-owned subsidiary of the Company and the Company holds of record, owns beneficially and has good, valid and marketable title to all of the issued and outstanding shares of each Subsidiary of the Company, free and clear of any Liens. Except for the securities of each Subsidiary of the Company held by the Company, there are no Contracts (including options, warrants, calls, puts and preemptive rights) , commitments or agreements of any character, written or oral, to which any such Subsidiary is a party or by which it is bound, obligating the Company Group Entities to: (i) any such Subsidiary, or providing a Person a right to obligate such Subsidiary, to issue, deliver, sell, pledge, dispose of repurchase or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in cause to be issued, delivered, sold, repurchased or redeemed, any manner shares of such Subsidiary or obligating such Subsidiary, or providing a Person a right to obligate such Subsidiary, to grant, extend, or enter into any Interests in any Company Group Entity; such option, warrant, call, right, commitment or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there agreement. There are no outstanding or authorized equity share appreciation, phantom equityshares, profit participation, or other similar rights affecting any with respect to a Subsidiary of the Interests of any Company Group EntityCompany. There are no preemptive rights, rights of first refusal or offer, put or call rights, and there is no voting truststrust, proxiesproxy, rights plan, antitakeover plan or other equity holder or similar agreements or understandings to which any Subsidiary of the Company is a party or by which any such Subsidiary is bound with respect to the voting any equity security of any Interests class of any Company Group Entitysuch Subsidiary. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(a3.4(a) of the Disclosure Letter will set sets forth a true true, correct and complete list that accurately reflects all of the number and class or series (as applicable) of all the authorized, issued and outstanding Equity Interests of each Company’s Interests in , including the identity of the Persons that are the legal and record owners thereof (the “Company Group Entities and the holder thereofSecurities”). All such of the Equity Interests in the of each Company Group Entities have been duly authorized, are were validly issued and are issued, fully paid (as applicable), are free and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights clear of any Person. There are no Interests issued or outstanding in the Company Group Entities and all Liens (other than as set forth on Schedule 2.7(aany restrictions under the Securities Act and applicable state securities Laws or Liens created pursuant to any financing of Buyers) and have been offered, issued, transferred, repurchased, sold and delivered in compliance with applicable federal and state securities Laws and the organizational documents of the Disclosure Lettersuch Company. (b) Except as set forth in Schedule 2.7(b) for the Company Securities, no voting or non-voting units, other Equity Interests or other voting securities of any Company are issued, reserved for issuance or outstanding. None of the Disclosure LetterCompany Securities is subject to any purchase option, call option, right of first refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar right. Except for the organizational documents of each Company, there are no Contracts (including optionsdocuments, warrants, calls, puts and preemptive rights) obligating instruments or agreements relating to the Company Group Entities to: (i) issue, sell, pledge, dispose voting of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group EntitySecurities. (c) Except for a Company that is a Subsidiary of another Company or as set forth on Schedule 3.4(c), no Company owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Interests in Schedule 2.7(c) of any other Person or the Disclosure Letterright to acquire any such Equity Interests, there are and no outstanding Company is a partner or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests member of any Company Group Entity. There are no voting trustspartnership, proxies, limited liability company or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entityjoint venture. (d) Except as described in Sections 3.4(a) and (c) or as set forth in on Schedule 2.7(d) of the Disclosure Letter3.4(d), there are nono existing, authorized, issued or outstanding securities, options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal and there have not been anysimilar rights), Persons convertible or joint ventures in exchangeable securities or Contracts or obligations of any kind (contingent or otherwise) to which any Company Group Entity ownsor, to the Knowledge of the Companies, any equityholder of any of the Companies, is a party or by which it is bound obligating any Company, directly or indirectly, to issue, deliver or sell, or has ownedcause to be issued, delivered or sold, additional Equity Interests of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) InterestCompany. There are no outstanding obligations of any Company Group Entity (contingent or otherwise) to provide funds (i) repurchase, redeem or otherwise acquire, directly or indirectly, any Equity Interests of any Company or (ii) make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) contribution or otherwise) in, or to provide any guarantee with respect to the obligations of, any Person. Except for the Company Securities set forth on Schedule 3.4(a), there are no equity-appreciation rights, “phantom” equity rights, profit participation rights or other PersonContracts or obligations of any character (contingent or otherwise) of any Company pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings, financial performance or equity value of any Company (except for bonuses paid to employees of a Company in the ordinary course of business) or its business or assets or calculated in accordance therewith. (e) Except as set forth on Schedule 3.4(e), there are no bonds, debentures, notes or other Indebtedness of any Company having the right to vote or consent (or, convertible into, or exercisable or exchangeable for, securities having the right to vote or consent) on any matters on which the equityholders of any Company may vote. There are no voting trusts, irrevocable proxies or other Contracts to which any Company, or, to the Companies’ Knowledge, any equityholder of any Company, is a party or is bound with respect to the voting or consent of any Company Securities. (f) Each Company has delivered to Buyers true, correct and complete copies of the organizational documents of such Company (including such Company’s certificate of incorporation or formation, its stockholders agreement or operating agreement (if any), and all amendments thereto), as in effect on the date hereof, which organizational documents are in full force and effect.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The authorized capital stock of the Disclosure Letter will set forth a true and complete list that accurately reflects all Company consists of One Hundred Fifty Thousand (150,000) shares of common stock, par value one cent ($0.01). As of the Company’s Interests in the date hereof, there are One Hundred Thousand (100,000) shares of common stock issued and outstanding, of which Ninety-Four Thousand Five Hundred (94,500) shares are held by Fox and Five Thousand Five Hundred (5,500) shares are held by Hearst. The Company Group Entities and the holder thereofdoes not hold any shares of common stock as treasury stock. All such Interests in of the issued and outstanding shares of Company Group Entities Capital Stock have been duly authorized, are authorized and validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letterassessable. (b) Except as set forth in Schedule 2.7(bSection 3.4(a) or on Section 3.4(b) of the Company Disclosure LetterSchedule, (i) there are no Contracts (including outstanding subscriptions, options, warrants, rights, calls, puts and preemptive commitments, conversion rights) obligating , rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any equity interests in the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; and (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) the Knowledge of the Disclosure LetterCompany, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, proxies or other equity holder or similar agreements or understandings with respect to the voting or transfer of the Company Capital Stock, other than, in each case, as may be included in any Interests of any Company Group Entitystockholders, investor rights or similar agreement that will be terminated on or prior to the Closing Date. (dc) Except as set forth in Schedule 2.7(dSection 3.4(c) of the Company Disclosure LetterSchedule sets forth a complete list of each Subsidiary of the Company and its jurisdiction of incorporation, there are noformation or organization, as applicable. Each Subsidiary of the Company is duly organized, validly existing and there have not been any, Persons or joint ventures in good standing under the laws of the jurisdiction of its organization. Each Subsidiary of the Company is qualified to do business in each jurisdiction in which any the conduct of its business or the ownership of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Company Group Entity owns, Material Adverse Effect. All the issued and outstanding capital stock or has owned, other equity interests in the Company’s Subsidiaries are owned of record and beneficially by the Company (or beneficiallyanother Subsidiary of the Company), any direct free and clear of Liens other than Permitted Liens or indirect (through a Subsidiary Liens imposed by Purchaser or otherwise) Interestunder applicable securities Laws. There are no outstanding obligations subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any Company Group Entity to provide funds character providing for the purchase, issuance or make sale of any investment (in either case, equity interests in the form Company’s Subsidiaries. There are no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of a loanthe equity of the Company’s Subsidiaries. Except as set forth on Section 3.4(c) of the Company Disclosure Schedule, capital contributionthe Company does not own, purchase of an Interest (whether from the issuer or another Person) or otherwise) indirectly, any equity or similar interest in any other PersonPerson other than in the direct and indirect subsidiaries of the Company.

Capitalization; Subsidiaries. a. The Seller is the holder of record and beneficial owner of, and holds good and marketable title to, one hundred percent (a) Schedule 2.7(a100%) of the Disclosure Letter will set forth a true outstanding Company Securities, and complete list that accurately reflects all such Company Securities will, as of the Company’s Interests in Closing, be free and clear of any and all Taxes or Liens (other than restrictions under the Company Group Entities Securities Act or applicable state securities Law and Liens created by the holder thereofPurchaser’s, its Affiliates’ or their respective Representatives’ acts). All such Interests in of the outstanding Company Group Entities Securities have been duly authorized, authorized and are validly issued and are issued, fully paid paid, and non-assessable assessable, free and were clear of all Liens, and have been issued in compliance with applicable Law. Except for the Company Securities, the Company does not have any Securities issued or outstanding. No Company Securities are subject to, or have been issued in violation of, preemptive or similar rights. All issuances, sales, or repurchases by the Company of its Securities have been effected in compliance with all applicable foreign, federal and state securities Laws. To the Knowledge of the Company, there are not subject tono voting trusts, any preemptive rightsproxies, rights of first refusal, rights of first offer, purchase options, call options or other similar rights agreements or understandings with respect to the voting Securities of any Person. There are no Interests issued or outstanding in the Company Group Entities other than Company. b. Except as set forth on Schedule 2.7(aSection 2.3(b) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure LetterSchedule, there are no Contracts authorized or outstanding subscriptions, Options, rights (including optionsconversion, preemptive, or otherwise), warrants, calls, puts and preemptive rights) obligating convertible securities, or commitments or any other arrangements or agreements of any nature whatsoever to which the Company Group Entities to: (i) issueis a party requiring the issuance, sellconversion, pledgeregistration, dispose of voting, sale, or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution transfer of any kind Securities of the Company, or any synthetic equity, including, phantom stock, profits participation, or stock appreciation rights or any securities convertible, directly or indirectly, into Securities of the Company, or evidencing the right to subscribe for any Securities of the Company, or giving any Person (other than the Purchaser) any rights with respect to any Interests in any Company Group EntitySecurities of the Company. (c) Except as set forth in Schedule 2.7(cc. Section 2.3(c) of the Disclosure LetterSchedule sets forth a list of each of the Subsidiaries of the Company. Other than the Subsidiaries listed on Section 2.3(c) of the Disclosure Schedule, there are no outstanding the Company does not, directly or authorized equity appreciationindirectly, phantom equity, profit participationown, or similar rights affecting have an obligation to acquire, any Securities in any other Person. No Person other than the Company or one of its Subsidiaries is the holder of record and beneficial owner of all of the Interests outstanding Securities of each of the Subsidiaries of the Company. The Company or one of its Subsidiaries holds good and marketable title to, all outstanding Securities of the Subsidiaries of the Company, and such Securities will, as of the Closing, be free and clear of any and all Taxes or Liens (other than restrictions under the Securities Act or applicable securities Law). All of such Securities have been duly authorized and are validly issued, fully paid, and non-assessable, free and clear of all Liens, and have been issued in compliance with applicable Law. No Securities of the Subsidiaries of the Company Group Entityare subject to, or have been issued in violation of, preemptive or similar rights. All issuances, sales, or repurchases by each of the Subsidiaries of the Company of its Securities have been effected in compliance with all applicable foreign, federal and state securities Laws. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting Securities of any Interests the Subsidiaries of any Company Group Entitythe Company. (d) d. Except as set forth in Schedule 2.7(don Section 2.3(d) of the Disclosure LetterSchedule, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no authorized or outstanding obligations subscriptions, Options, rights (conversion, preemptive, or otherwise), warrants, calls, convertible securities, or commitments or any other arrangements or agreements of any nature whatsoever to which the Company Group Entity or any of its Subsidiaries is a party requiring the issuance, conversion, registration, voting, sale, or transfer of any Securities of any of the Subsidiaries of the Company, or any synthetic equity, including, phantom stock, profits participation, or stock appreciation rights or any securities convertible, directly or indirectly, into any Securities of the Subsidiaries of the Company, or evidencing the right to provide funds subscribe for any Securities of the Subsidiaries of the Company, or make giving any investment (in either case, in Person any rights with respect to any Securities of the form Subsidiaries of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonCompany.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 150,000 shares of Company Common Stock and 65,000 shares of preferred stock of the Company, par value $0.01. No shares of such preferred stock are issued or outstanding. The number of issued and outstanding shares of Company Common Stock is as described on Schedule 2.7(a4.2(a) of the Company Disclosure Letter will set forth a true and complete list that accurately reflects all of the Company’s Interests in the Company Group Entities and the holder thereofSchedules. All such Interests issued and outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued pursuant to outstanding options and warrants to purchase Company Common Stock will be, when issued in accordance with the Company Group Entities have been respective terms thereof, duly authorized, are validly issued and are fully paid and non-assessable and were not nonassessable. Except as described in Schedule 4.2(a) of the Company Disclosure Schedules, (a) there are no issued or outstanding shares of capital stock of the Company, (b) no shares of capital stock of the Company are held in violation oftreasury, (c) no preferred stock or other equity securities of any kind of the Company are issued or outstanding, (d) there are no other issued or outstanding securities of the Company convertible into or exchangeable or exercisable for at any time capital stock of the Company, and (e) there are not subject tono subscriptions, any preemptive options, “phantom” stock rights, rights of first refusalstock appreciation rights, rights of first offer, purchase options, call options warrants or other similar rights of any Personkind entitling any Person to acquire or otherwise receive from the Company any shares of capital stock or securities of the Company convertible into or exchangeable or exercisable for at any time capital stock of the Company (collectively, the “Company Securities”). There Except as described in Schedule 4.2(a) of the Company Disclosure Schedules, there are no Interests issued contracts, commitments, agreements, understandings or outstanding in arrangements of any kind relating to the grant, issuance, repurchase, redemption or other acquisition by the Company Group Entities of any Company Securities. Except as described in Schedule 4.2(a) of the Company Disclosure Schedules, there are no voting trusts, shareholder agreements, commitments, undertakings, understandings, proxies or other than restrictions that directly or indirectly restrict or limit, or otherwise relate to, the voting, sale or other disposition of any shares of Company Common Stock or the rights of any shareholder of the Company. (b) Schedule 4.2(b) of the Company Disclosure Schedules sets forth the names of each of the Company’s Subsidiaries and shows for each such Subsidiary: (i) its jurisdiction of organization and each other jurisdiction in which it is qualified to do business; (ii) the authorized and outstanding capital stock or other ownership interests of each Subsidiary; and (iii) the identity of and number of shares of such capital stock or other ownership interests owned (of record and beneficially) by each holder thereof. Except as set forth on Schedule 2.7(a4.2(b) of the Company Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) Schedules, all of the Disclosure Letter, there outstanding capital stock or other ownership interests of each Subsidiary are no Contracts owned free and clear of any Lien and free and clear of any other limitation or restriction (including optionsany restriction on the right to vote, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, sell or otherwise dispose of such capital stock or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entityother ownership interests). (c) Except as set forth in Schedule 2.7(c) Each of the Disclosure LetterCompany’s Subsidiaries is duly organized, there are no outstanding validly existing and in good standing in its jurisdiction of organization, with all requisite corporate, partnership, membership or authorized equity appreciationlimited liability company power, phantom equityas the case may be, profit participationto own, lease and operate its Property and to carry on its business as now being conducted, and is duly qualified and/or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or similar rights affecting any ownership or leasing of Properties makes such qualification or licensing necessary and where the Interests of any failure to be so qualified or licensed could reasonably be expected to result in a Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group EntityMaterial Adverse Effect. (d) Except as set forth described in Schedule 2.7(d4.2(d) of the Company Disclosure LetterSchedules, (a) there are no issued or outstanding shares of capital stock or other ownership interests of any of the Company’s Subsidiary, (b) no shares of capital stock or other ownership interests of any of the Company’s Subsidiary are held in treasury, (c) no preferred stock or other equity securities of any kind of any of the Company’s Subsidiaries are authorized, issued or outstanding, (d) there are no other issued or outstanding securities of any of the Company’s Subsidiaries convertible into or exchangeable or exercisable for at any time capital stock or other ownership interests of such Subsidiary and (e) there are no subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights of any kind entitling any Person to acquire or otherwise receive from any of the Company’s Subsidiaries any shares of capital stock or other ownership interests or securities of the Company’s Subsidiaries convertible into or exchangeable or exercisable for at any time capital stock or other ownership interest of the Company’s Subsidiaries (collectively, the “Subsidiary Securities”). Except as described in Schedule 4.2(d) of the Company Disclosure Schedules, there are nono contracts, and there have not been anycommitments, Persons agreements, understandings or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations arrangements of any Company Group Entity kind relating to provide funds the grant, issuance, repurchase, redemption or make other acquisition by the Company’s Subsidiaries of any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonSubsidiary Securities.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The authorized capital stock of the Disclosure Letter will set forth a true Company consists of 100 shares of Company Common Stock, of which 100 shares are issued and complete list that accurately reflects outstanding. Seller is the record holder of all 100 shares of the issued and outstanding capital stock of the Company. No shares of the Company’s Interests in capital stock are or have ever been subject to a substantial risk of forfeiture under Section 83 of the Code. The Company Group Entities and is not under any obligation, contingent or otherwise, to register any of the holder thereof. All such Interests in Company’s capital stock under the Securities Act of 1933 or any applicable state securities Law. (b) None of the outstanding shares of Company Group Entities have been duly authorizedCommon Stock are subject to, are validly issued and are fully paid and non-assessable and nor were not they issued in violation of, and are not subject toany purchase option, any preemptive rightscall option, rights right of first refusal, rights of first offer, purchase optionsco-sale or participation, call options preemptive right, subscription right or any similar right. Except for the Shares, no shares of voting or non-voting capital stock, other equity interests or other similar rights voting securities of any Personthe Company are issued, reserved for issuance or outstanding. There are no Interests commitments or Contracts to issue any shares of Company capital stock. The Company does not hold any treasury shares. The Company has not issued any options or outstanding warrants to purchase equity interests in the Company. All outstanding shares of Company Group Entities Common Stock are validly issued, fully paid and nonassessable and are free of any Lien, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Certificate of Incorporation, the Bylaws or any Contract to which the Company is a party or by which the Company or any of its assets is bound. There are no bonds, debentures, notes, other than as Indebtedness or any other securities of the Company with voting rights on any matters on which stockholders may vote. All issued and outstanding shares of Company capital stock were issued in compliance with applicable Law and all requirements set forth on Schedule 2.7(a) in the Charter Documents and any applicable Contracts to which the Company is a party or by which the Company or any of the Disclosure Letterits assets is bound. (bc) Except as set forth in Schedule 2.7(b) of for the Disclosure LetterShares, there are no Contracts (including outstanding securities, options, warrants, calls, puts and preemptive rights, convertible or exchangeable securities or Contracts or obligations of any kind (contingent or otherwise) to which the Company is a party or by which it is bound obligating the Company, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company Group Entities to: (i) to issue, sellgrant, pledgeextend or enter into any such security, dispose option, warrant, call, right, Contract or obligation. There are no outstanding obligations of the Company (contingent or encumber otherwise) to repurchase, redeem or otherwise acquire, directly or indirectly, any Interests in shares of capital stock (or options or warrants to acquire any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(csuch shares) of the Disclosure Letter, there Company. There are no outstanding stock-appreciation rights, stock-based performance units, “phantom” stock rights or authorized equity appreciationother Contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, phantom equityearnings or financial performance, profit participation, stock price performance or similar rights affecting any other attribute of the Interests Company or its business or assets or calculated in accordance therewith (other than payments or commissions to sales representatives of any the Company Group Entitybased upon revenues generated by them without augmentation as a result of the transactions contemplated hereby, in each case in the Ordinary Course of Business). There are no Contracts or commitments pursuant to which a Person may cause the Company to register its securities or which otherwise relate to the registration of the Shares. There are no voting trusts, proxies, proxies or other equity holder or similar agreements or understandings Contracts of any character with respect to the voting issuance, holding, acquisition, voting, purchase, sale, transfer, or disposition of any Interests shares of any Company Group Entitycapital stock or similar interests of the Company. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are noThe Company does not currently have, and there have since January 8, 2016 has not been anyhad, Persons any subsidiaries. The Company does not control, and since January 8, 2016 has not controlled, directly or joint ventures in which indirectly, any Company Group Entity ownsother corporation, or any limited liability company, partnership, joint venture, association or any other business entity, and the Company does not own any shares of capital stock or any other securities of, and has ownednot since January 8, of record or beneficially2016, made any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any other material investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person. (e) There is no Company Indebtedness the value of which is in any way based upon or derived from capital or voting stock of the Company is issued or outstanding as of the date of this Agreement.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The authorized equity interests of the Disclosure Letter will Company and each of its Subsidiaries, and the equity interests of the Company and each of its Subsidiaries that are issued and outstanding as of the date hereof, are set forth a true and complete list that accurately reflects all on Schedule 4.2. All of the Company’s Interests in issued and outstanding equity interests of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been each of its Subsidiaries are duly authorized, are validly issued and are issued, fully paid and non-assessable and were have not been issued in violation of, and are not subject to, of any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options refusal or other similar rights of any Personrights. There are no Interests issued or outstanding in the Company Group Entities other than Except as set forth on Schedule 2.7(a) 4.2, none of the Disclosure Letter. (b) Company or any of its Subsidiaries has outstanding or authorized any membership interest appreciation, phantom membership interest, profit participation, options, restricted interests or similar rights in respect of equity or equity-based instruments valued in whole or in part by reference to the value of any Company Units. Except as set forth in on Schedule 2.7(b) 4.2, all of the Disclosure Letterissued and outstanding equity interests in the Company’s Subsidiaries are owned by the Company and the same constitutes all of the equity interests owned by the Company. There are no: (a) outstanding securities or other instruments convertible or exchangeable into, there are no Contracts or phantom interests or incentive compensation awards valued by reference to, equity interests of the Company or any of its Subsidiaries; (including b) options, warrants, calls, puts and preemptive subscriptions, profit interests or other rights) , agreements or commitments obligating the Company Group Entities to: (i) or any of its Subsidiaries to grant, issue, transfer or sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) to redeem, purchase repurchase or acquire in otherwise acquire, any manner equity interests or securities or other instruments convertible or exchangeable into equity interests of the Company or any Interests in any Company Group Entityof its Subsidiaries; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, voting trusts or other equity holder or similar agreements or understandings with respect to the voting voting, transfer or other disposition of any Interests equity interests of the Company or any Company Group Entity. (d) Except of its Subsidiaries, other than as set forth in Schedule 2.7(d) the Organizational Documents of the Disclosure Letter, there are no, and there have not been any, Persons Company or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personsuch Subsidiary.

Capitalization; Subsidiaries. (a) Schedule 2.7(a5.4(a) of the Disclosure Letter will set sets forth a true and complete list that accurately reflects of the record and beneficial ownership of all of the Company’s issued and outstanding Equity Interests in Company. There are no Equity Interests issued or outstanding in Company other than as set forth on Schedule 5.4(a). All of the Company Group Entities and the holder thereof. All such Membership Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding , except as set forth in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure LetterOrganizational Documents. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there There are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating Company or the Company Group Entities to: Sellers to (i) issue, sell, pledge, dispose of or encumber any Interests in any of the Company Group EntityMembership Interests; (ii) redeem, purchase or acquire in any manner any Interests in any of the Company Group EntityMembership Interests; or (iii) make any dividend or distribution of any kind with respect to any Interests in any of the Company Group EntityMembership Interests. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there There are no outstanding or authorized equity appreciation, phantom equity, profit participation, participation or similar rights affecting any of the Interests of any Company Group EntityMembership Interests. There Other than as set forth in the Company Organizational Documents, there are no voting trusts, proxies, proxies or other equity holder member or similar agreements or understandings with respect to the voting of any Interests of any the Company Group EntityMembership Interests. (d) Except as set forth on Schedule 5.4(d), Company has no Subsidiaries and does not own, and has not owned in the past, any Equity Interests in any Person. Company and the Subsidiaries set forth on Schedule 2.7(d5.4(d) of the Disclosure Letterinclude all entities that receive management fees, Performance Amounts and all other revenues with respect to any Clients (including investment funds and other investment vehicles) for which Company provides investment management or investment advisory services, including sub-advisory services. Except as set forth on Schedule 5.4(d), there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Equity Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(a4.2(a) sets forth, with respect to the Company, (i) its name and jurisdiction of incorporation, (ii) its authorized, issued and outstanding shares of capital stock and (iii) the holders of record of its outstanding shares of capital stock and the number of shares owned by each holder. All of the Disclosure Letter will set forth a true issued and complete list that accurately reflects all outstanding shares of capital stock of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, authorized and are validly issued and are issued, fully paid and non-assessable and were not none of them has been issued in violation ofof any purchase option, and are not subject tocall option, any preemptive rights, rights right of first refusal, rights of first offer, purchase optionsco-sale or participation, call options preemptive right, subscription right or other any similar rights of any Personright. There are no Interests declared but unpaid dividends or distributions with regard to any issued or and outstanding in shares of the Company Group Entities Common Stock. (b) Schedule 4.2(b) sets forth, with respect to each Subsidiary of the Company, (i) its name and jurisdiction of incorporation or formation and (ii) its authorized, issued and outstanding shares of capital stock. The Company is, directly or indirectly, the sole record and beneficial owner of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries listed as owned by it directly or indirectly, free and clear of all Liens (other than (x) such Liens which were incurred by Parent or Merger Sub or which Parent or Merger Sub causes such Subsidiary to incur as a result of the transactions contemplated by this Agreement and (y) Liens that will be removed prior to the Closing). Except as set forth on Schedule 2.7(a) 4.2(b), none of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) Company or any of the Disclosure Letterits Subsidiaries, there are no Contracts (including optionsdirectly or indirectly, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of own any equity or encumber any Interests other ownership interest in any Company Group Entity; (ii) redeemcorporation, purchase partnership or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entityother Person. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter4.2(c), there are no shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries reserved for issuance or subject to preemptive rights or any outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments in effect, to which the Company or any of its Subsidiaries is a party or bound, giving any Person the right to acquire any shares of capital stock, or other equity interests in, the Company or any of its Subsidiaries. Schedule 4.2(c) sets forth all outstanding or authorized equity options (including the Options), stock appreciation, phantom equitystock, profit participation, or similar rights affecting for which the Company or any of its Subsidiaries has any liability, as well as the Interests exercise prices (as applicable) of any Company Group Entitysuch options or stock appreciation rights and the holders thereof. There Except as set forth in Schedule 4.2(c), there are no voting trustsoutstanding obligations of the Company (contingent or otherwise) to repurchase, proxiesredeem or otherwise acquire, directly or other equity holder indirectly, any shares of capital stock (or similar agreements options or understandings with respect warrants to acquire any such shares) of the voting of any Interests of any Company Group EntityCompany. (d) Except as set forth in Schedule 2.7(d) 4.2(d), there is no voting agreement, voting trust, stockholders’ agreement, proxy or similar agreement or arrangement relating to the voting of any class or series of the Disclosure Letter, there are no, and there have not been any, Persons Company’s capital stock or joint ventures in which restricting the transfer of any Company Group Entity ownsshares of any such class or series of the Company’s capital stock, or has owned, any agreement or arrangement providing for registration rights with respect to any capital stock or other securities of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonCompany.

Capitalization; Subsidiaries. Section 5.02 of the Disclosure Schedule sets forth (a) Schedule 2.7(athe number of issued Equity Securities of each Acquired Company and (b) the record and beneficial owner of all such Equity Securities as of the Disclosure Letter will set forth a true and complete list that accurately reflects all Signing Date. All of the Company’s Interests in Equity Securities of each of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, Acquired Companies are validly issued and are issued, fully paid paid, and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Personassessable. There are no Interests issued or outstanding in the Company Group Entities other than Except as set forth on Schedule 2.7(a) Section 5.02 of the Disclosure Letter. Schedule, none of the Acquired Companies owns, directly or indirectly, any Equity Securities or other interests in any other Person, or has any obligation to make an investment in, loan money to, or make any capital contribution to any other Person. The Purchased Securities constitute the only Equity Securities of the Company (b) comprising 120,000,000 ordinary shares of $1.00 each in the Company), other than awards under the Company ESOP that are set forth on Section 5.02 of the Disclosure Schedule. Except as set forth in Schedule 2.7(b) on Section 5.02 of the Disclosure LetterSchedule, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciationrights, options, phantom equityinterests, profit participationwarrants, stock appreciation rights, convertible securities, subscription rights, conversion rights, exchange rights, or similar rights affecting other agreements that require any Acquired Company to issue, grant, award, or sell any Equity Securities or to redeem or otherwise acquire any of the Interests its outstanding Equity Securities or to transfer any Equity Securities of any Company Group Entity. There other Acquired Company, and (ii) there are no voting trusts, equityholder agreements, proxies, or other equity holder or similar agreements or understandings Contracts in effect with respect to the voting or transfer of any Interests of the Purchased Securities or any other Equity Security of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) InterestAcquired Company. There are no outstanding obligations bonds, indentures, notes, or other indebtedness providing for the right to vote (or convertible into Equity Securities that may have the right to vote) on any matters on which holders of the Purchased Securities or other Equity Securities of any Acquired Company Group Entity may vote. There are no declared but unpaid dividends or distributions with regard to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonPurchased Securities.

Capitalization; Subsidiaries. (a) Schedule 2.7(aPart 2.3(a) of the Company Disclosure Letter will set Schedule sets forth a true and complete list that accurately reflects all the authorized capital stock of the each Group Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(bPart 2.3(b) of the Company Disclosure LetterSchedule sets forth, there are no Contracts (including optionsas of the date of this Agreement, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issuethe shares of Company Common Stock issued and outstanding, sellall of which were validly issued, pledgefully paid and nonassessable, dispose of or encumber any Interests in any Company Group Entity; (ii) redeemthe shares of Company Preferred Stock issued and outstanding, purchase or acquire in any manner any Interests in any Company Group Entity; or all of which were validly issued, fully paid and nonassessable, (iii) make the shares of Company Common Stock or Company Preferred Stock held in the treasury of the Company; and (iv) any dividend or distribution of any kind with respect to any Interests other outstanding equity interests in any Company Group Entitythe Company. (c) Except as set forth in Schedule 2.7(con Part 2.3(b) of the Company Disclosure LetterSchedule and as provided for in the Company Investor Agreements, as of the date of this Agreement, (i) there are no options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) issued or granted by the Company or Contracts to which the Company or any holder of any issued and outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any securities of the Interests Company is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any Company Group Entity. There are no voting trusts, proxies, additional shares of capital stock or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) securities of the Disclosure LetterCompany or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Capital Stock or other equity securities of the Company, (ii) there are nono obligations, and there have not been any, Persons contingent or joint ventures in which any Company Group Entity owns, or has ownedotherwise, of record the Company to (A) repurchase, redeem or beneficially, otherwise acquire any direct shares of Company Capital Stock or indirect (through a Subsidiary or otherwiseB) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any material investment in (in either case, in the form of a loan, capital contributioncontribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. (d) There are no bonds, debentures, notes or other Debt securities having the right to vote or consent on any matters on which the Company Stockholders may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company or, to the Company’s Knowledge, any holder of any issued and outstanding securities of the Company is a party or is bound with respect to the voting or consent of any shares of Company Capital Stock. (e) All of the outstanding shares of Company Capital Stock are and have been duly authorized and validly issued, and are fully paid and nonassessable, are not subject to any preemptive rights, purchase options, call options, rights of an Interest (whether from the issuer first refusal or another Person) similar rights or otherwise) in, any other PersonLiens, and have been issued and granted in all material respects in compliance with all applicable securities Laws. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (f) Part 2.3(f) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, with respect to each Company Stock Option that is outstanding (i) the name of the holder of such Company Stock Option; (ii) the total number of shares of Company Common Stock that are subject to each such Company Stock Option, and (iii) with respect to Company Stock Options, the exercise price per share of Company Common Stock purchasable under such Company Stock Option. (g) Part 2.3(g) of the Company Disclosure Schedule sets forth a true, correct and complete list of the Company’s Subsidiaries, listing for each Subsidiary its name, type of entity, the jurisdiction of its incorporation or organization. Each Company Subsidiary listed on Schedule 2.3(g) is a wholly-owned subsidiary of the Company.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) All of the Disclosure Letter will set forth a true and complete list that accurately reflects all outstanding Interests of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities (i) have been duly authorized, are validly issued and are fully paid and non-assessable assessable, (ii) have been issued in compliance with all applicable Legal Requirements, including the Securities Act, (iii) were not issued in violation of the Organizational Documents of the Company as in existence at the time of such issuance, or any other agreement, arrangement or commitment to which the Company is a party, and (iv) were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than , except as set forth on Schedule 2.7(a) in the Organizational Documents of the Disclosure LetterCompany. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the The Company Group Entities to: (i) issue, sell, pledge, dispose of does not directly or encumber any indirectly hold Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group EntityPerson. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any the Company Group Entity to provide funds to or make any investment in (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person. (d) There are no Contracts (including options, warrants, convertible securities, calls, puts and preemptive rights) obligating the Company to: (i) issue, sell, pledge, dispose of or encumber any Interests in the Company; (ii) redeem, purchase or acquire in any manner any Interests in the Company; (iii) make any dividend or distribution of any kind with respect to any Interests in the Company; or (iv) enter into any Contract to do any of the foregoing. (e) There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting the Interests in the Company. Other than as set forth in the Organizational Documents of the Company, there are no voting trusts, proxies, or other member or similar agreements or understandings with respect to the voting or registration of the Interests in the Company. (f) The Company does not have outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equityholders of the Company on any matter.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) The Equity Interests are the only equity interests of the Disclosure Letter will set Company Entities (other than the Asset Sellers) that are issued and outstanding. There are no: (a) outstanding securities convertible or exchangeable into equity securities of the Company Entities (other than the Asset Sellers); (b) rights, agreements or commitments obligating the Company Entities (other than the Asset Sellers) to issue, transfer or sell any equity securities; or (c) other than the governing documents of each Company Entity, agreements or understandings to which the Company Entity is a party or by which the Company Entity is bound with respect to the voting, transfer or other disposition of its equity securities. Schedule 4.2(a) sets forth a true an accurate and complete list that accurately reflects all of each Company Entity and any Subsidiaries thereof, together with the jurisdiction of organization or incorporation, as the case may be, of each such entity, as well as the ownership interest of any Person or Persons in each such entity. Each Seller Party owns the Equity Interests of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) 4.2(a). Except as set forth in Schedule 2.7(b) of the Disclosure Letter4.2(a), there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issuea Seller Party owns the outstanding Equity Interests of each Company Entity, sell, pledge, dispose free and clear of all Liens (other than Liens arising under the Securities Act and applicable state laws or encumber any Interests in any Company Group Entity; similar laws of foreign jurisdictions) and (ii) redeema Company Entity or a Subsidiary thereof owns the outstanding Equity Interests of each Subsidiary of a Company Entity, purchase free and clear of all Liens (other than Liens (A) arising under the Securities Act and applicable state laws or acquire in similar laws of foreign jurisdictions, or (B) created or incurred by, or at the direction of, Buyer). Except as set forth on Schedule 4.2(a), no Company Entity has any manner Subsidiaries. (b) The authorized capital stock of the Company Entities and any Interests in Subsidiaries thereof and the outstanding shares of each class and series of such authorized capital stock as of the close of business on October 12, 2021 (the “Capitalization Date”) is set forth on Schedule 4.2(b). No Subsidiary of any Company Group Entity; Entity owns any Equity Interests or (iii) make any dividend or distribution other equity interests of any kind with respect Company Entity or Subsidiary thereof or has any option or warrant to purchase any such Equity Interests or other equity interests. All of the outstanding shares of capital stock of the Company Entities and any Subsidiaries thereof, including the Equity Interests, have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. All such capital stock subject to issuance under an Employee Plan, if any, upon issuance prior to the Effective Time on the terms and conditions specified in any Company Group Entitythe instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. (c) Except as for Equity Interests set forth in Schedule 2.7(cSection 4.2(a) of the Disclosure Letterand Section 4.2(b), there are no outstanding Equity Interests or authorized equity appreciationother options, phantom equitywarrants or other rights, profit participation, relating to or similar rights affecting based on the value of any Equity Interests of the Company Entities or any Subsidiaries thereof or obligating the Company Entities or any Subsidiaries thereof to issue, acquire or sell any Equity Interests of the Company Entities or any Subsidiaries thereof. From the close of business on the Capitalization Date until the date of this Agreement, the Company Group Entity. There are no voting trustsEntities have not issued any capital stock, proxiesoptions to purchase capital stock, restricted shares or other equity holder or similar agreements or understandings with respect to Equity Interests other than Equity Interests issued upon the voting exercise of any Interests outstanding options as of the close of business on the Capitalization Date in accordance with their terms. The Company Entities do not have any Company Group Entityoutstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities that have the right to vote) on any matter. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letterpursuant to an Employee Plan and any related award agreements, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of the Company Entities or any Company Group Entity to provide funds Subsidiaries thereof (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or make disposition of, or containing any investment right of first refusal with respect to, (in either case, in iv) requiring the form registration for sale of a loan, capital contribution, purchase of an Interest or (whether from the issuer v) granting any preemptive or another Person) or otherwise) inanti-dilutive rights with respect to, any of the Equity Interests or other Personequity interests of the Company Entities or any Subsidiaries thereof. The Seller Parties have delivered to Buyer accurate and complete copies of all agreements and documents relating to the outstanding options to purchase capital stock of the Company Entities other than any agreements or documents that have expired or been terminated.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) All of the Disclosure Letter will set forth a true and complete list that accurately reflects all of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities Shares have been duly authorized, are authorized and validly issued and are fully paid paid, nonassessable and non-assessable and were free of preemptive rights. Except for the Shares, there are no Equity Interests of the Company that are issued or outstanding. The Company does not issued in violation have any obligation to repurchase, redeem or otherwise acquire, or to sell or to issue, any Equity Interests thereof. The Company is not a party to any Contract restricting the transfer of, and are not subject torelating to the voting of, requiring registration of, or granting any preemptive antidilutive rights, rights of first refusalrefusal or preemptive rights that obligates the Company to issue or deliver, rights of first offer, purchase options, call options any Equity Interests thereof or other similar rights of for any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Lettersuch Equity Interests. (b) Except as set forth in Schedule 2.7(bSection 3.04(b)(i) of the Disclosure LetterSchedule lists each of the Company’s Subsidiaries (the “Company Subsidiaries”) as of the date hereof, and Section 3.04(b)(ii) of the Disclosure Schedule lists each Person, other than a Company Subsidiary, of which (i) 10% or more of the Equity Interests thereof are owned by the Company or a Company Subsidiary or (ii) the Company or a Company Subsidiary is entitled to elect, directly or indirectly, at least 10% of the board of directors (or managers) or similar governing body of such Person (any such Person, a “JV Entity”) as of the date hereof, in each case, including its jurisdiction of incorporation, formation or organization, as applicable, issued and outstanding Equity Interests and each record holder of such Equity Interests. Except for the Equity Interests of the other Acquired Entities and the JV Entities, the Company does not own any Equity Interests of any Person. No Acquired Entity owns any Equity Interests of any Person (except for another Acquired Entity or JV Entity). All of the outstanding Equity Interests of each Acquired Entity have been, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. All of the outstanding Equity Interests of each Acquired Entity are wholly owned by the Company or another Acquired Entity, free and clear of any Lien thereon (except for restrictions on transfer under the Securities Act or state securities laws and Permitted Liens). Except for the Equity Interests listed in Section 3.04(b)(i) of the Disclosure Schedule, there are no Contracts (including optionsEquity Interests of any Company Subsidiary issued or outstanding. No Acquired Entity has any obligation to repurchase, warrantsredeem or otherwise acquire, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) or to sell or issue, sell, pledge, dispose any Equity Interests of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect the Company. No Acquired Entity is a party to any Contract restricting the transfer of, relating to the voting of, requiring registration of, or granting any antidilutive rights, rights of first refusal or preemptive rights that obligate such Acquired Entity to issue or deliver any Equity Interests in of such Acquired Entity or other similar rights for any Company Group Entitysuch Equity Interests. (c) Except as set forth in Schedule 2.7(cThere is no Indebtedness of an Acquired Entity for which the holders thereof have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which any holder of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Equity Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entityan Acquired Entity may vote. (d) Except as set forth in Schedule 2.7(d) As of the Disclosure LetterClosing, there are noshall be no accrued or declared, but unpaid, dividends or similar distributions on any Shares, and there have not been any, Persons or joint ventures in which no Acquired Entity shall be subject to any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect obligation (through a Subsidiary contingent or otherwise) Interest. There are no outstanding obligations to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Company Group Entity to provide funds or make any investment (in either case, in the form Equity Interests of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personsuch Acquired Entity.

Capitalization; Subsidiaries. (a) Schedule 2.7(aThe authorized equity securities of the Company consist of 54,000,000 shares of Common Stock, par value $0.0001 per share, of which 52,700,963.333 shares are issued and outstanding, and 3,000 shares of Series A Redeemable Preferred Stock, par value $0.01 per share, of which 2,056.947 shares are issued and outstanding. The shares of Common Stock and Preferred Stock collectively constitute the Shares. As of immediately prior to the Closing, 632,370 shares of Common Stock are reserved for issuance under the Company Stock Plan, of which (x) 260,000 shares are subject to outstanding Company Options, and (y) 372,370 shares remain available for issuance under the Company Stock Plan. Part 3.4(a) of the Disclosure Letter will set forth sets forth, as of the date hereof, a true and complete list that accurately reflects of all stockholders and Optionholders, the number and class of Shares held thereby and/or the number of shares of Common Stock underlying each Option held thereby, the exercise price of each such Option, and the grant date of each such Option. All of the Company’s Interests in outstanding equity securities of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are authorized and validly issued and are fully paid and non-assessable and were not nonassessable. None of the outstanding equity securities or other securities of the Company was issued in violation ofof the Securities Act of 1933, and are not subject toas amended, or any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any PersonLegal Requirement. There are no Interests issued or outstanding in the Company Group Entities other than Except as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(bPart 3.4(b) of the Disclosure Letter, there the Company does not own, nor does it have any contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business. There are no Contracts (including preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of commitments or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution rights of any kind with respect that obligate the Company to issue or sell any Interests in shares of capital stock or other securities of the Company or any Company Group Entitysecurities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (cb) Except as set forth For purposes of this Agreement, the term “Subsidiary” means a corporation or other entity in Schedule 2.7(cwhich the Company has the power to elect a majority of the board of directors or similar governing body or in which the Company owns at least 50% of the outstanding shares or other outstanding equity interests. Each of the Company’s Subsidiaries, together with the authorized capital stock of each of the Subsidiaries, is listed in Part 3.4(b) of the Disclosure Letter, there are no outstanding or authorized equity appreciationand, phantom equity, profit participation, or similar rights affecting any except as set forth in Part 3.4(b) of the Interests Disclosure Letter, the Company owns directly or indirectly all of any Company Group Entitythe outstanding shares of capital stock or other equity interest of each of the Company’s Subsidiaries. All of such issued and outstanding shares of capital stock of the Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. There are no voting trustsother outstanding subscriptions, proxiesoptions, warrants, commitments, preemptive rights, deferred compensation rights, restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” shares or other similar securities or rights that are derivative of, or provide economic rights, based (directly or indirectly) on the value of price of any shares of capital stock of any Subsidiary, Contracts, arrangements or commitments of any kind to which any Subsidiary is a party relating to the issuance, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity holder or similar agreements or understandings interests of any Subsidiary. No Subsidiary is a party to any Contracts with respect to the voting of any Interests shares of capital stock of such Subsidiary or which restrict the transfer of any Company Group Entity. (d) such shares. No Subsidiary has any outstanding contractual obligations to repurchase, redeem or otherwise acquire any shares of capital stock, other equity interests or any other securities of such Subsidiary. Except as set forth in Schedule 2.7(dPart 3.4(b) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which neither the Company nor any Company Group Entity of its Subsidiaries owns, directly or has owned, of record or beneficiallyindirectly, any direct capital stock, equity or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (other ownership interest in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) of the Disclosure Letter will set forth a true and complete list that accurately reflects The Membership Interests constitute all of the Company’s Interests in issued and outstanding equity interests of the Company Group Entities and the holder thereofCompanies. All such of the Membership Interests in the Company Group Entities have been were duly authorized, are validly issued and issued, are fully paid and non-assessable and are free of preemptive and similar rights. No Membership Interests were not issued in violation of, and are not subject toof any applicable Laws, any Contract, arrangement or commitment to which either Company or Seller is a party to or bound by, or any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(bany of either Company’s Organizational Documents or as set forth in Section 4.2(b) of the Disclosure LetterSchedules, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issueoutstanding securities of either Company convertible into or exchangeable for one or more units of equity or voting interests in, selleither Company, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeemoptions, purchase warrants or acquire in any manner any Interests in any other rights or securities issued or granted by either Company Group Entity; relating to or based on the value of the equity securities of such Company, (iii) make Contracts that are binding on either Company that obligate either Company to issue, acquire or sell, redeem, exchange or convert any dividend equity interests in either Company, or distribution (iv) outstanding restricted equity interests, restricted share units, unit appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by either Company that are linked to the value of the Membership Units. There are no outstanding contractual obligations of either Company to repurchase, redeem, exchange, convert or otherwise acquire or sell any kind with respect to any Interests in any Company Group Entitymembership interests of either Company. (c) Except Neither Company (i) has any Subsidiaries, or (ii) owns any equity interests in, or holds any equity interests of, any other Person. Since formation, neither Company (i) has ever had any Subsidiaries, or (ii) has ever owned any equity interests in, or held any equity interests of, any other Person. Neither Company (i) owns any securities of any Person convertible into or exchangeable for equity interests in another Person, (ii) owns or holds any options, warrants or other rights or securities issued or granted by any other Person relating to equity ownership of any other Person, or (iii) is party to any Contract that obligate either Company to acquire any equity interests in another Person. (d) Other than each Company’s Organizational Documents and except as set forth in Schedule 2.7(cSection 4.2(d) of the Disclosure LetterSchedules, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting neither Company is a party to any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings Contract with respect to the voting of, that restricts the transfer of any Interests of any Company Group Entity. (d) Except as set forth or that provides registration rights in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficiallyrespect of, any direct membership interests or indirect (through a Subsidiary other voting securities or otherwise) Interest. There are no outstanding obligations equity interests of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonCompany.

Capitalization; Subsidiaries. (a) Schedule 2.7(aSection 3.2(a) of the Contributor Disclosure Letter will set Schedule sets forth a true the authorized and complete list that accurately reflects all issued and outstanding capital stock of the Company’s Interests in Company as of the Company Group Entities and the holder thereofdate hereof. All such Interests in the issued and outstanding Company Group Entities Units: (i) have been duly authorized, are authorized and validly issued and issued; (ii) are fully paid paid, nonassessable and non-assessable and were not issued in violation of, and are not subject to, any free of preemptive rights, rights with no personal liability attaching to the ownership thereof; (iii) are owned, beneficially and of first refusalrecord, rights of first offer, purchase options, call options or other similar rights of any Person. There by the Persons whose names and addresses are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(ain Section 3.2(a) of the Contributor Disclosure LetterSchedule in the amounts described therein; and (iv) have been offered, issued, sold and delivered by the Company in compliance with applicable federal and state securities Laws; and (v) are owned by CBIH, CBD Investor and the Class C Holders, free and clear of any Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such Company Units (other than restrictions under applicable securities Laws). (b) Except as set forth in Schedule 2.7(b) of the Disclosure LetterThe Company does not have and is not bound by any outstanding subscriptions, there are no Contracts (including options, warrants, calls, puts and commitments, preemptive rights) obligating , redemption obligations or agreements of any character calling for the purchase, issuance or registration of any Company Units, any other equity interests of the Company Group Entities to: (i) issueor any securities representing the right to purchase, sell, pledge, dispose of redeem or encumber any Interests in otherwise receive any Company Group Entity; (ii) redeem, purchase Units or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution other equity interests of any kind with respect to any Interests in any Company Group Entitythe Company. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are There is no outstanding Company Voting Debt issued or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entityoutstanding. (d) Section 3.2(d) of the Contributor Disclosure Schedule identifies each Company Subsidiary, its jurisdiction of incorporation or formation, the total number of outstanding and issued securities of each Company Subsidiary and the percentage of each such Company Subsidiary’s capital stock or other equity interests that are owned by the Company (or its Subsidiary in case of an indirect ownership). Each Company Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) has all requisite power and authority to own, lease, license and operate its properties and assets and to carry on its business as it is being currently conducted on the date hereof; and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except for such variances from the matters set forth in clauses (ii) and (iii) as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (e) Except as set forth on the Contributor Disclosure Schedule, all the issued and outstanding limited liability company interests, shares of capital stock or other equity ownership interests of each Company Subsidiary: (i) are owned by the Company, directly or indirectly, free and clear of any Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock, limited liability company interests or other equity ownership interest (other than restrictions under applicable securities Laws); (ii) are duly authorized and validly issued; (iii) are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof; and (iv) have been offered, issued, sold and delivered by the Company in Schedule 2.7(d) compliance with applicable federal and state securities Laws. No Company Subsidiary is bound by any outstanding subscriptions, options, warrants, calls, commitments, preemptive rights, redemption obligations or agreements of any character calling for the purchase or issuance of any shares of capital stock, limited liability company interests or any other equity security of such Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock, limited liability company interests or any other equity security of such Company Subsidiary. Except for the capital stock, limited liability company interests or other equity ownership interests of the Disclosure LetterCompany Subsidiaries, there are nothe Company does not beneficially own, and there have not been any, Persons directly or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficiallyindirectly, any direct capital stock, membership interest, partnership interest, joint venture interest or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of other equity interest in any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(aSection 3.2(a) of the Disclosure Letter will set forth a true Schedules lists (a) all authorized equity interests of the Company and complete list that accurately reflects (b) all issued and outstanding equity interests of the Company and the owners thereof. The Shares, Options, Restricted Stock and SAFE Notes collectively are all of the outstanding equity interests of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in of the Company Group Entities have been issued and outstanding Shares are duly authorized, are validly issued and are issued, fully paid and non-assessable and were not assessable. No equity interest of the Company was issued in violation of, and are not subject toof any Organizational Document of the Company, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options Applicable Law or any pre-emptive right or subscription right (or other similar rights right) of any Person. There are no Interests issued The Company is not party to any: (1) pre-emptive right, option, warrant, put, call, purchase right, subscription right, conversion right, convertible instrument, exchange right or outstanding in other security, Contract or commitment of any nature whereby any Person has, or has a right to receive, any equity interest of, or right or obligation to acquire any equity interest of, any Group Company; (2) equity appreciation, phantom stock, profit participation or similar right with respect to any Group Company; or (3) voting trust, voting agreement, proxy or other Contract with respect to any equity interest of the Company Group Entities (other than as set forth on Schedule 2.7(ais contemplated under Section 8.11 and under any properly completed Joinder and Letter of Transmittal) of the Disclosure Letteror any other Group Company. (b) Except as set forth in Schedule 2.7(blisted on Section 3.2(b) of the Disclosure LetterSchedules, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating which includes all subsidiaries of the Company Group Entities to: as of the Closing Date (i) issueeach, sella “Subsidiary” and together, pledgethe “Subsidiaries”), dispose of the Company does not hold or encumber own or have the right to acquire any Interests in any Company Group Entity; (ii) redeemequity interest, purchase directly or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution indirectly, of any kind with respect to any Interests in any other Person. The Company Group Entity. (c) Except as set forth in Schedule 2.7(c) is the sole legal and beneficial owner of all of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, capital stock or other equity holder or similar agreements or understandings with respect to the voting interests of each Subsidiary free and clear of any Interests Encumbrances, and all of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly allotted and issued, fully paid and non-assessable. No equity interest of the Subsidiaries was issued in violation of any Company Group Entity. Organizational Document of the Subsidiaries, any Applicable Law or any pre-emptive right or subscription right (d) Except as set forth in Schedule 2.7(dor other similar right) of any Person. Each Subsidiary has full corporate power and authority to own and lease its properties and assets and conduct its business as now conducted and as proposed to be conducted. The Company has delivered to Buyer and Merger Sub a true, correct and complete copy of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, Organizational Documents of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonSubsidiaries.

Capitalization; Subsidiaries. (a) Schedule 2.7(a3.02(a) sets forth the name of each Acquired Company, the Disclosure Letter will set forth a true and complete list that accurately reflects all authorized equity securities of each Acquired Company, the outstanding equity securities of each Acquired Company’s Interests in , the Company Group Entities name of each holder of such equity securities and the holder thereof. All number or percentage of such Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letterequity securities held by each such holder. (b) Schedule 3.02(b) sets forth the name of each Optionholder, the number and class of shares of Common Stock subject to each Option held by such Optionholders, the exercise price of each such Option and the grant date of each such Option. Each Option granted to any current or former employee, independent contractor or consultant has an exercise price that was no less than the fair market value of the Common Stock underlying such Option on the grant date of such Option. Except as for the Options set forth in on Schedule 2.7(b3.02(b), (i) of the Disclosure Letter, there are no Contracts other shares of capital stock or other equity securities or voting securities of any Acquired Company, (including ii) there are no securities of any Acquired Company convertible into or exchangeable for capital stock or other equity securities or voting securities of any Acquired Company, and (iii) there are no outstanding or authorized options, warrants, callspurchase rights, puts and preemptive subscription rights) obligating the , conversion rights, exchange rights or other Contracts or commitments that could require any Acquired Company Group Entities to: (i) to issue, sellsell or otherwise cause to become outstanding any of its equity interests. There are no voting trusts, pledge, dispose of proxies or encumber any Interests in any Company Group Entity; (ii) redeem, purchase other agreements or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind understandings with respect to the voting of any Interests in equity interests of any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there Acquired Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, participation or similar rights affecting with respect to any Acquired Company or any repurchase, redemption or other obligation to acquire for value any equity interests of any Acquired Company. All of the Interests equity securities of the Acquired Companies are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any Company Group Entitypurchase option, call option, right of first refusal, preemptive right, subscription right or similar right. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings accrued and unpaid dividends with respect to the voting equity securities of the Acquired Companies. (c) Except as set forth on the Schedule 3.02(c), the Acquired Companies do not own or control, and have not for the past five (5) years owned or controlled, directly or indirectly, any Interests of interest in any Company Group Entityother corporation, partnership, limited liability company, association or other entity. (d) Except as set forth in on the Schedule 2.7(d) 3.02(d), none of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which Acquired Companies has had any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personpredecessors.

Capitalization; Subsidiaries. (a) Schedule 2.7(a3.3(a) sets forth the entire capitalization (including the identity of each equityholder and the number and type of interests held by each such equityholder) of the Disclosure Letter will set forth a true and complete list that accurately reflects all of the Company’s Interests in the Company Group Entities each Seller and the holder thereofTransferred Company, including the Transferred Interests. All such Interests in the Company Group Entities have been duly authorized, are validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than Except as set forth on Schedule 2.7(a3.3(b), no Seller nor the Transferred Company has any Subsidiaries and no Seller nor any of its Subsidiaries (including the Transferred Company) of the Disclosure Letterowns or otherwise holds, directly or indirectly, any stock, membership interest, partnership interest, joint venture interest or other equity interest in any other Person. (b) Except as The Transferred Interests constitute all of the issued and outstanding limited liability company interests of the Transferred Company, including any other similar equity interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the Transferred Company. The Transferred Interests are validly issued, without any violation of any preemptive rights or rights of first refusal or first offer. Fair owns good and valid title to all Transferred Interests in the amount set forth on Schedule 3.3(a), free and clear of all Liens (other than Permitted Liens). The Transferred Interests have been granted, offered, sold and issued in Schedule 2.7(b) compliance with all applicable Laws. No dividends or distributions are payable with respect to any of the Disclosure LetterTransferred Interests. (c) Except for this Agreement, there are no Contracts (including existing options, warrants, calls, puts and preemptive rights, subscriptions, arrangements, claims, Contracts, commitments (contingent or otherwise) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution other agreements of any kind with respect character to any Interests in any which the Transferred Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letteris a party, or is otherwise subject, requiring, and there are no securities of the Transferred Company outstanding that upon conversion or authorized exchange would require, the issuance, sale or transfer of any additional equity appreciationinterests of the Transferred Company or other similar interests of the Transferred Company convertible into, phantom equityexchangeable for or evidencing the right to subscribe for or purchase any equity or other similar interests of the Transferred Company. Except for this Agreement, profit participationnone of the Sellers nor the Transferred Company is a party, or similar rights affecting is otherwise subject, to any of the Interests of any Company Group Entity. There are no voting truststrust, voting agreement, proxies, member agreements, equity plans or other equity holder or similar agreements or understandings with respect to the voting any equity or similar interests of any Interests of the Transferred Company or to any Contract relating to the issuance, sale, redemption, transfer, acquisition or other disposition or the registration of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) equity or similar interests of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonTransferred Company.

Capitalization; Subsidiaries. (a) Schedule 2.7(a6.5(a) of the Disclosure Letter will set sets forth a true and complete list that accurately reflects all of the Company’s issued and outstanding Interests in each of the Company Group Entities and the holder thereofAcquired Companies. All such There are no Interests in either Acquired Company other than the Company Group Entities Acquired Interests. The Acquired Interests have been duly authorized, are authorized and validly issued and are fully paid (to the extent required under the Organizational Documents of the applicable Acquired Company) and non-assessable (except as such nonassessability may be affected by applicable provisions of the LALLCL) and were not issued in violation of, and, except as identified in Schedule 6.5(a) and except as contained in the Organizational Documents of the applicable Acquired Company as of the Execution Date, are not subject to, any preemptive rightsvoting agreement, rights purchase option, call option, right of first refusal, rights of first offerpreemptive right, purchase options, call options subscription right or other any similar rights of right under any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) provision of the Disclosure LetterLALLCL, the Organizational Documents of the applicable Acquired Company or any Contract to which either Acquired Company is or was a party or by which it is or was otherwise bound. The Acquired Interests are held of record as described in Schedule 6.5(a). (b) Except as set forth in Schedule 2.7(b6.5(b) and except as contained in the Organizational Documents of the Disclosure Letterapplicable Acquired Company as of the Execution Date, there are no Contracts (including options, warrants, calls, puts calls and preemptive rights) obligating the either Acquired Company Group Entities to: to (i) issue, sell, pledge, dispose of or encumber any Interests in of either Acquired Company or any Company Group Entity; securities convertible, exercisable or exchangeable into Interests of either Acquired Company, (ii) redeem, purchase or acquire in any manner any Interests in of either Acquired Company or any securities that are convertible, exercisable or exchangeable into any Interests of either Acquired Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to the Interests of either Acquired Company (or to allow any Interests participation in the profits or appreciation in value of either Acquired Company). No Holder or any Company Group Entityother Person will be entitled to dissenters’, appraisal or similar rights in connection with the Mergers. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any either Acquired Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any either Acquired Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) 3.3 sets forth the true, correct and complete capital structure of the Disclosure Letter will set forth a true Company as of the date hereof by listing thereon the authorized and complete list that accurately reflects issued share capital of the Company, which represents all of the Company’s Interests equity interests in the Company. The Company Group Entities and has no subsidiaries. (b) All of the holder thereof. All such Interests in Outstanding Shares of the Company Group Entities have been as of the date hereof (i) are duly authorized, are validly issued and are issued, fully paid and non-assessable and (ii) were not issued in violation of, and are not subject to, of any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options refusal or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) As of the Disclosure LetterEffective Time, there are no outstanding or authorized equity appreciationthe Principal Stockholders will own, phantom equitybeneficially and of record, profit participation, or similar rights affecting any an amount of Common Stock and Preferred Stock voting together as one class and an amount of Preferred Stock voting as a separate class representing at least the Closing Date Majority of the Interests Outstanding Shares. Annex I sets forth the name of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings each Principal Stockholder together with respect to the voting number of any Interests shares of any Company Group EntityCommon Stock and Preferred Stock held by each such Principal Stockholder. (d) Except as set forth in disclosed on Schedule 2.7(d3.3, (i) no shares or other equity interests of the Disclosure Letter, Company are reserved for issuance or are held as treasury shares; (ii) there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the shares or other equity interests of the Company; (iii) there are no outstanding rights, preferences, privileges or other contracts or agreements of the Company or any other Person to purchase, redeem or otherwise acquire any outstanding shares or other equity interests of the Company, or securities or obligations of any kind convertible into any shares or other equity interests of the Company; (iv) there are no dividends which have accrued or been declared but are unpaid on the Outstanding Shares or other equity interests of the Company; (v) there are no outstanding or authorized stock appreciation, phantom shares, profit participation or similar rights affecting the Company; and (vi) there are no documents or agreements to which the Company Group Entity is a party that grant or impose on the Outstanding Shares or other equity interests of the Company any right, preference, privilege or restriction with respect to provide funds or make the transactions contemplated hereby (including any investment (in either caseright of first refusal). Except as disclosed on Schedule 3.3, in neither the form Company nor, to the Knowledge of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) inCompany, any Stockholder is party to any voting trust, proxy or other PersonStockholder or similar agreement or understanding with respect to the voting of the equity interests of the Company. (e) Schedule 2.1(a)(ii) sets forth a true, correct and complete list of the amount of all Indebtedness of the Company outstanding as of the date of this Agreement. As of the date hereof, other than as set forth on such Schedule 2.1(a)(ii), the Company has no outstanding Indebtedness.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) of the Disclosure Letter will The Securities set forth a true and complete list that accurately reflects on Schedule 3.2(a), including the Membership Interests, constitute all of the Company’s issued and outstanding membership interests of the Acquired Companies, as applicable (the “Company Interests”). The Company Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorizedvalidly issued, are validly issued and are fully paid and non-assessable nonassessable. The Company Interests were issued in compliance with Law and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Limited Liability Company Act, as amended from time to time, or the Organizational Documents of the Acquired Companies, as applicable. (b) Except (i) for the purchase by the Buyer of the Membership Interests as provided in this Agreement, (ii) as set forth on Schedule 3.2(b), or (iii) as set forth in the Acquired Companies’ Organizational Documents, as applicable, (A) there are no outstanding options, warrants, conversion or other rights or agreements of any kind for the purchase or acquisition from, or the sale, transfer or issuance by, any Person, of any Securities in the Acquired Companies, (B) there are no agreements, proxies or similar understandings with any Person with respect to the voting or transfer of the Company Interests, (C) there are no appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, rights of first offer, rights of first refusal, rights of first offertag along rights, purchase optionsdrag along rights, call options subscription rights, or commitments or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution contracts of any kind with respect or character relating to or entitling any Interests in Person to purchase or otherwise acquire any Securities of any Acquired Company Group Entityor requiring any Acquired Company to issue, transfer, convey, assign, redeem or otherwise acquire or sell any Securities and (D) no Securities of any Acquired Company are reserved for issuance. (c) Except as set forth in on Schedule 2.7(c3.2(c), (i) none of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, Acquired Companies owns or has owned, of record directly or beneficiallyindirectly, any direct or indirect Securities of any Person, and (through a Subsidiary or otherwiseii) Interest. There there are no outstanding obligations of any Company Group Entity of the Acquired Companies to provide funds or make any debt or equity investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) any Securities or otherwise) in, any other Person. (d) The Seller has made available to the Buyer true and complete copies of the Organizational Documents of each Acquired Company and each such Organizational Document including all amendments thereto, as each are in full force and effect. (e) No Securities of any Acquired Company have been offered, issued, sold, or transferred in violation of any applicable Law or preemptive or similar rights. No Acquired Company is under any obligation, contingent or otherwise, by reason of any contract or agreement to register the offer and sale or resale of any of its Securities under the Securities Act, as amended or otherwise modified. (f) The Seller owns beneficially and of record all of the issued and outstanding Securities of SBRM and OES, and SBRM owns all of the issued and outstanding Securities of SBRST, in each case, free and clear of all Liens, other than (i) Liens that shall be released, waived or otherwise terminated in connection with the Closing, (ii) restrictions under Securities Laws or (iii) restrictions on transfer set forth in the Organizational Documents of the Acquired Companies.

Capitalization; Subsidiaries. (a) Schedule 2.7(aThe outstanding equity capitalization of the Company and its Subsidiaries is set forth on Section 4.5(a) of the Company Disclosure Letter will set forth a true and complete list that accurately reflects all Schedules. All of the Company’s Interests in issued and outstanding Equity Securities of the Company Group Entities and its Subsidiaries are directly or indirectly owned by the holder thereofSellers, free and clear of all Liens. All such Interests in outstanding Equity Securities of the Company Group Entities have been and its Subsidiaries are duly authorized, are authorized and validly issued and are fully paid and non-assessable and were not issued in violation of, and are not subject toto preemptive rights created by statute, the Organizational Documents, or any preemptive rights, rights agreement to which the Company or any of first refusal, rights of first offer, purchase options, call options its Subsidiaries is a party or other similar rights of any Personby which it is bound. All outstanding Units have been issued by the Company in compliance with all federal and state securities Laws. There are no declared or accrued but unpaid dividends with respect to any Units or any other Equity Interests issued or outstanding in of the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letteror its Subsidiaries. (b) Except as set forth in Schedule 2.7(bon Section 4.5(b) of the Company Disclosure LetterSchedules, there are no Contracts (including options, warrants, calls, puts and preemptive rights) , convertible securities, commitments or other agreements, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company Group Entities to: (i) or any of its Subsidiaries to issue, deliver, sell, pledge, dispose of repurchase or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in cause to be issued, delivered, sold, repurchased or redeemed, any manner Equity Securities of the Company or any Interests in of its Subsidiaries or obligating the Company or any Company Group Entity; of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise amend or (iii) make enter into any dividend such option, warrant, call, right, convertible security, commitment or distribution of any kind with respect to any Interests in any Company Group Entity. (c) agreement. Except as set forth in Schedule 2.7(con Section 4.5(b) of the Company Disclosure LetterSchedules, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or other similar rights affecting rights, with respect to the Company or any of its Subsidiaries. Except for the Interests of any Company Group Entity. There Company’s Organizational Documents or as contemplated hereby, there are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting Equity Securities of the Company or its Subsidiaries. Except for the Company’s Organizational Documents, there are no agreements to which the Company or its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Interests Equity Securities of the Company or its Subsidiaries. As a result of and immediately following the transactions contemplated by this Agreement, Xxxxx will be the sole record and beneficial holder of all issued and outstanding Units. There are no bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which equity holders of the Company or its Subsidiaries may vote. (c) Section 4.5(c) of the Company Disclosure Schedules sets forth a true and correct list of all direct and indirect Subsidiaries of the Company, listing each Subsidiaries’ name, jurisdiction of organization, authorized Equity Securities, the number and type of issued and outstanding Equity Securities and the current record and beneficial ownership of such Equity Securities. All the outstanding limited liability company interests, partnership interests or other Equity Securities, as applicable, of the Company’s Subsidiaries are directly or indirectly owned by the Company free and clear of all Liens. Except as set forth on Section 4.5(c) of the Company Disclosure Schedules, each of the Subsidiaries listed in such schedule is validly existing and in good standing under the Laws of their respective jurisdictions of formation or organization and is qualified to do business as a foreign entity in each jurisdiction in which the failure to be so qualified would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Each such Subsidiary has all requisite power and authority necessary to own and operate its assets and to carry on its business as now being conducted. Other than the Company’s Subsidiaries, the Company does not own any capital stock or equity interests of any other Person. The Company Group Entityhas made available to Buyer true and correct copies of the Subsidiaries’ Organizational Documents. (d) Except The Company and the Sellers have, prior to the Closing, (a) caused each Class P Unit subject to time-based vesting to accelerate and vest prior to, but contingent upon, the Closing, (b) thereafter, but prior to the Closing, cancelled each Class P Unit and Class P Unit Agreement in accordance with the Class P Unit Agreement and the Equity Incentive Plan, in exchange for the consideration as set forth in Schedule 2.7(dprovided therein (which amounts shall be treated and paid as Transaction Expenses), and (c) thereafter, but prior to the Closing, terminated the Equity Incentive Plan. (e) Section 4.5(e) of the Company Disclosure LetterSchedules sets forth a complete and accurate list (including amount) of all Indebtedness. Immediately following the Closing, there are noneither the Company nor any of its Subsidiaries will have any Indebtedness for borrowed money. (f) Section 4.5(f) of the Company Disclosure schedules sets forth a true and correct list of all letters of credit issued by or on behalf of the Company or its Subsidiaries (the “Letters of Credit”), including an indication of the amount covered by such letter of credit and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, whether such letter of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personcredit is cash collateralized.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 150,000 shares of Company Common Stock and 65,000 shares of preferred stock of the Company, par value $0.01. No shares of such preferred stock are issued or outstanding. The number of issued and outstanding shares of Company Common Stock is as described on Schedule 2.7(a4.2(a) of the Company Disclosure Letter will set forth a true and complete list that accurately reflects all of the Company’s Interests in the Company Group Entities and the holder thereofSchedules. All such Interests issued and outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued pursuant to outstanding options and warrants to purchase Company Common Stock will be, when issued in accordance with the Company Group Entities have been respective terms thereof, duly authorized, are validly issued and are fully paid and non-assessable nonassessable. Except as described in Schedule 4.2(a) of the Company Disclosure Schedules, (a) there are no issued or outstanding shares of capital stock of the Company, (b) no shares of capital stock of the Company are held in treasury, (c) no preferred stock or other equity securities of any kind of the Company are issued or outstanding, (d) there are no other issued or outstanding securities of the Company convertible into or exchangeable or exercisable for at any time capital stock of the Company, and (e) there are no subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights of any kind entitling any Person to acquire or otherwise receive from the Company any shares of capital stock or securities of the Company convertible into or exchangeable or exercisable for at any time capital stock of the Company (collectively, the “Company Securities”). Except as described in Schedule 4.2(a) of the Company Disclosure Schedules, there are no contracts, commitments, agreements, understandings or arrangements of any kind relating to the grant, issuance, repurchase, redemption or other acquisition by the Company of any Company Securities. Except as described in Schedule 4.2(a) of the Company Disclosure Schedules, there are no voting trusts, shareholder agreements, commitments, undertakings, understandings, proxies or other restrictions that directly or indirectly restrict or limit, or otherwise relate to, the voting, sale or other disposition of any shares of Company Common Stock or the rights of any shareholder of the Company. The Company Securities were not issued in violation ofof the Securities Act of 1933, and are not subject toas amended (the “1933 Act”), any state “blue sky” or securities laws, any other similar legal requirement or any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There All of the outstanding Company Securities are no Interests issued or outstanding held of record by the Persons and in the respective amounts set forth in the Schedule 4.2(a) of the Company Group Entities Disclosure Schedules. (b) Schedule 4.2(b) of the Company Disclosure Schedules sets forth the names of each of the Company’s Subsidiaries and shows for each such Subsidiary: (i) its jurisdiction of organization and each other than jurisdiction in which it is qualified to do business; (ii) the authorized and outstanding capital stock or other ownership interests of each Subsidiary; and (iii) the identity of and number of shares of such capital stock or other ownership interests owned (of record and beneficially) by each holder thereof. Except as set forth on Schedule 2.7(a4.2(b)(i) of the Company Disclosure Letter. Schedules, all of the outstanding capital stock or other ownership interests of each Subsidiary are owned free and clear of any Lien and free and clear of any other limitation or restriction (b) Except as set forth in including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Other than the capital stock and ownership interests of the Subsidiaries described on Schedule 2.7(b4.2(b)(ii) of the Company Disclosure LetterSchedules, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of does not have any direct or encumber any Interests indirect ownership or investment interest in any Company Group Entity; (ii) redeemPerson. The capital stock and ownership interests of the Company’s Subsidiaries were not issued in violation of the 1933 Act, purchase any state “blue sky” or acquire in securities laws, any manner other similar legal requirement or any Interests in any Company Group Entity; preemptive or (iii) make any dividend or distribution other similar rights of any kind with respect to any Interests in any Company Group EntityPerson. (c) Except as set forth in Schedule 2.7(c) Each of the Disclosure LetterCompany’s Subsidiaries is duly organized, there are no outstanding validly existing and in good standing in its jurisdiction of organization, with all requisite corporate, partnership, membership or authorized equity appreciationlimited liability company power, phantom equityas the case may be, profit participationto own, lease and operate its Property and to carry on its business as now being conducted, and is duly qualified and/or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or similar rights affecting any ownership or leasing of Properties makes such qualification or licensing necessary and where the Interests of any failure to be so qualified or licensed could reasonably be expected to result in a Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group EntityMaterial Adverse Effect. (d) Except as set forth described in Schedule 2.7(d4.2(d) of the Company Disclosure LetterSchedules, (a) there are no issued or outstanding shares of capital stock or other ownership interests of any of the Company’s Subsidiaries, (b) no shares of capital stock or other ownership interests of any of the Company’s Subsidiaries are held in treasury, (c) no preferred stock or other equity securities of any kind of any of the Company’s Subsidiaries are authorized, issued or outstanding, (d) there are no other issued or outstanding securities of any of the Company’s Subsidiaries convertible into or exchangeable or exercisable for at any time capital stock or other ownership interests of such Subsidiary and (e) there are no subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights of any kind entitling any Person to acquire or otherwise receive from any of the Company’s Subsidiaries any shares of capital stock or other ownership interests or securities of the Company’s Subsidiaries convertible into or exchangeable or exercisable for at any time capital stock or other ownership interest of the Company’s Subsidiaries (collectively, the “Subsidiary Securities”). Except as described in Schedule 4.2(d) of the Company Disclosure Schedules, there are nono contracts, and commitments, agreements, understandings or arrangements of any kind relating to the grant, issuance, repurchase, redemption or other acquisition by the Company’s Subsidiaries of any Subsidiary Securities. Except as described in Schedule 4.2(d) of the Company Disclosure Schedules, there have not been anyare no voting trusts, Persons shareholder agreements, commitments, undertakings, understandings, proxies or joint ventures in which any Company Group Entity ownsother restrictions that directly or indirectly restrict or limit, or has ownedotherwise relate to, of record the voting, sale or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations other disposition of any Company Group Entity to provide funds Subsidiary Securities or make the rights of any investment (in either case, in the form shareholder of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonSubsidiary.

Capitalization; Subsidiaries. (a) Schedule 2.7(aSet forth on Section 4.3(a) of the Company Disclosure Letter will set forth a true is the number of authorized, issued and complete list that accurately reflects all outstanding shares or other equity securities of the Company’s Interests in Company as of the date of this Agreement and there are no other authorized, issued or outstanding shares of capital stock or other equity securities of the Company Group Entities and as of the holder thereofdate of this Agreement. All such Interests in of the issued and outstanding Company Group Entities have been Shares are duly authorized, are validly issued and are issued, fully paid and non-assessable and were not issued in violation ofassessable. There are no outstanding options, and warrants, calls, rights or any other agreements affecting the sale, issuance or voting of any shares of the capital stock of the Company, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other equity securities of the Company. No Company Shares are not subject to, any to preemptive rights, rights of first refusal, rights of first offer, purchase options, call options rights of first negotiation or other similar rights of any Person. There are no Interests issued pursuant to applicable Law or outstanding in a Contract to which the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letteris a party. (b) Except as All of the outstanding shares or other equity securities of each of the Company’s Subsidiaries (other than non-wholly owned Subsidiaries, in which case only to the extent such shares or other equity securities are set forth in Schedule 2.7(bon Section 4.3(b) of the Company Disclosure Letter) are owned beneficially or of record by the Company, there directly or indirectly, and all such shares and other equity securities have been validly issued and are fully paid and non-assessable and are owned by either the Company or one of its Subsidiaries free and clear of any Encumbrances (other than Permitted Encumbrances). There are no Contracts (including outstanding options, warrants, calls, puts and preemptive rightsrights or any other agreements affecting the sale, issuance or voting of any shares of capital stock of any of the Company’s Subsidiaries, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other equity securities of any of the Company’s Subsidiaries. Section 4.3(b) obligating of the Company Group Entities to: (i) issue, sell, pledge, dispose Disclosure Letter lists each Subsidiary of or encumber any Interests in any the Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution and its jurisdiction of any kind with respect to any Interests in any Company Group Entityorganization. (c) Except as The methodologies set forth in Schedule 2.7(c) this Agreement for determining the Merger Consideration and the allocation of the Disclosure LetterMerger Consideration to the Company Shareholders are consistent with and in accordance with the Company Organizational Documents, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests award agreement in respect of any Company Group EntityShares and any Company Plans, in all respects, and are otherwise consistent with and in accordance with applicable Law, including the PBCL. There are On the Closing Date, the amounts set forth on the Allocation Schedule will have been calculated -30- consistent with the terms of this Agreement and otherwise in accordance with the Company Organizational Documents, any award agreement in respect of any Company Shares, any Company Plans and applicable Law, including the PBCL, and the Allocation Schedule will be complete and correct. Payment of the amounts set forth on the Allocation Schedule will satisfy all rights of the Company Shareholders under the Company Organizational Documents, any award agreement in respect of any Company Shares, any Company Plans and applicable Law, including the PBCL, in connection with the Merger and the other transactions contemplated by this Agreement, other than with respect to Dissenting Shares. Immediately following the consummation of the transactions contemplated by this Agreement, Parent will have no voting trusts, proxies, or obligation to make any payment whatsoever (other equity holder or similar agreements or understandings than payment of the Merger Consideration in accordance with the Allocation Schedule) to any Person with respect to the voting of any Interests ownership of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) Shares or capital stock of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, other equity interests in the form Company or any of a loanits Subsidiaries, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personthan payments that may be required to be made with respect to Dissenting Shares.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) Except as set forth on the Capitalization Schedule, the entire authorized capital stock of the Disclosure Letter will set forth a true Company consists of (i) 1,000,000 shares of Preferred Stock, of which no shares are issued and complete list that accurately reflects all outstanding, and (ii) 20,000,000 shares of Common Stock, of which 7,118,484 shares are issued and outstanding and 1,454,757 are reserved for issuance upon exercise of options. All of the Company’s Interests in issued and outstanding shares of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are validly issued issued, fully paid, and nonassessable, are fully paid and non-assessable and not subject to, nor were not they issued in violation of, any preemptive rights or rights of first refusal, and are held of record and beneficially by the Stockholders free and clear of any Encumbrances as set forth on the Capitalization Schedule attached hereto. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized, or any agreements or understandings to issue or grant, any options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized, or any agreements or understandings to issue or grant, stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of the Company. (b) The Subsidiaries Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of incorporation or formation, as applicable, (ii) the number of shares of authorized capital stock of each class of its capital stock or membership interests, as applicable, (iii) the number of issued and outstanding shares or membership interests, as applicable, of each class of its capital stock or membership interests, as applicable, the names of the holders thereof, and the number of shares or membership interests, as applicable, held by each such holder, and (iv) the number of shares or membership interests, as applicable, of its capital stock or membership interests, as applicable, held in treasury. All of the issued and outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights or rights of first refusal. Except as set forth on the Subsidiaries Schedule, rights each of first offerthe Company and its Subsidiaries holds of record, purchase optionsowns beneficially and has good and marketable title to all of the outstanding shares or membership interests, call options as applicable, of each Subsidiary of the Company. As of the Closing, such shares or other similar rights membership interests, as applicable, shall be free and clear of any PersonEncumbrances. There are no Interests issued outstanding or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letterauthorized, there are no Contracts (including or any agreements or understandings to issue or grant, options, warrants, callspurchase rights, puts and preemptive subscription rights) obligating , conversion rights, exchange rights, or other contracts or commitments that could require any of the Subsidiaries of the Company Group Entities to: (i) to issue, sellsell or otherwise cause to become outstanding any of such Subsidiary’s own capital stock or membership interests, pledgeas applicable. There are no outstanding or authorized, dispose of or encumber any Interests in any Company Group Entity; (ii) redeemagreements or understandings to issue or grant, purchase stock appreciation, phantom stock, profit participation or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind similar rights with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) Subsidiary of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group EntityCompany. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests capital stock or membership interests, as applicable, of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, Company’s Subsidiaries. None of the Company and there have not been any, Persons its Subsidiaries controls directly or joint ventures in which any Company Group Entity owns, indirectly or has owned, of record or beneficially, any direct or indirect (through equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonCompany.

Capitalization; Subsidiaries. (a) Schedule 2.7(aThe authorized capital stock of the Company consists of 20,000,000 shares of Company Stock and 1,000,000 shares of preferred stock, no par value (the "Company Preferred Stock"). As of May 30, 2000, there were 12,157,000 shares of Company Stock and no shares of Company Preferred Stock issued and outstanding. As of May 30, 2000, options to acquire 1,963,400 shares of Company Stock were outstanding pursuant to the terms of the Team Tech Incentive Stock Option Plan (the "Company Option Plan"), such options being described on Section 1.3(c) of the Disclosure Letter will set forth a true and complete list Schedule. Since such date, neither the Company nor any Company Subsidiary has granted or otherwise promised or undertaken to grant any additional options or other rights that accurately reflects all are convertible into, or exercisable for, Company Stock or other ownership rights of the Company’s Interests in , nor have any of such parties made representations that are convertible into, or exercisable for, Company Stock or other ownership right's of the Company Group Entities and the holder thereofCompany. All such Interests in the issued and outstanding shares of Company Group Entities Stock have been duly authorized, authorized and are validly issued issued, fully paid, nonassessable and are fully paid and non-assessable and were not issued in violation of, and are not subject to, any free of preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than Except as set forth described on Schedule 2.7(aSection 1.3(c) of the Disclosure LetterSchedule, the Company does not have outstanding any subscription, option, put, call, warrant or other right or commitment to issue or any obligation or commitment to redeem or purchase, any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock. Except as disclosed on Section 3.2(a) of the Disclosure Schedule, there are no shareholder agreements, voting agreements, voting trusts or other similar arrangements to which the Company is a party which have the effect of restricting or limiting the transfer, voting or other rights associated with the capital stock of the Company. Section 3.2(a) of the Disclosure Schedule contains a true, accurate and correct shareholders' list, setting forth the number of shares of Company Stock owned beneficially and of record by each stockholder of the Company as of the date of this Agreement, and a list setting forth all outstanding options and other rights convertible into, or exercisable for, Company Stock as well as all holders thereof. (b) Except as set forth in Schedule 2.7(bSection 3.2(b) of the Disclosure LetterSchedule contains a true, there are no Contracts accurate and correct list of all Company Subsidiaries, setting forth the Company's ownership interest in each such Company Subsidiary and the ownership interest that other parties may have in each such Company Subsidiary (including options, warrants, calls, puts and preemptive rights) obligating if any). Except for the Company's ownership interest in the Company Group Entities to: (i) issueSubsidiaries, sellthe Company does not own, pledgedirectly or indirectly, dispose of or encumber any Interests equity interest in any Company Group Entity; (ii) redeemcorporation, purchase partnership, joint venture, business, trust or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) entity. All of the Disclosure Letteroutstanding shares of capital stock of each Company Subsidiary are owned by the Company or a Company Subsidiary (collectively, there the "Company Subsidiary Shares"), have been duly authorized and are no outstanding or authorized equity appreciationvalidly issued, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person.fully

Capitalization; Subsidiaries. (a) Schedule 2.7(aThe authorized and outstanding capital stock of the Company is as set forth in Section 3.2(a) of the Company Disclosure Letter will Schedule. As of the date hereof, the issued and outstanding shares of capital stock of the Company are held by the Persons and in the amounts set forth a true and complete list that accurately reflects all in Section 3.2(b) of the Company’s Interests in Company Disclosure Schedule. All of the issued and outstanding shares of capital stock of the Company Group Entities are, and all shares of capital stock that may be issued pursuant to the holder exercise of options or warrants, when issued in accordance with the terms thereof. All such Interests in the Company Group Entities have been , will be, duly authorized, are validly issued and are (to the extent applicable) fully paid and non-assessable nonassessable, and such issued or outstanding shares were not issued in violation of, and are not subject to, of any preemptive pre-emptive rights, rights of first refusal, rights of first offer, purchase optionsfirst refusal or similar rights, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) violation of the Disclosure Letter. (b) Securities Act or applicable state securities Laws. Except as set forth in Schedule 2.7(bSection 3.2(c) of the Company Disclosure LetterSchedule, there are no Contracts outstanding options, warrants or other rights of any kind that entitle any Person to acquire (including options, warrants, calls, puts and preemptive rightssecurities exercisable or exchangeable for or convertible into) obligating any additional capital stock or equity interests of the Company Group Entities to: (or securities convertible into or exchangeable or exercisable for any such additional capital stock or equity interests), and no shares of any class of capital stock of the Company have been reserved or set aside for any purpose. In addition, Section 3.2(c) of the Company Disclosure Schedule sets forth (i) issue, sell, pledge, dispose the number and kind of or encumber any Interests in shares of capital stock of the Company that are subject to awards issued under any Company Group Entity; Benefit Plan and (ii) redeem, purchase or acquire in any manner any Interests in the total number and kind of shares of capital stock of the Company that have been reserved for future issuance under any Company Group Entity; or (iii) make any dividend or distribution Benefit Plan, including upon exercise of any kind with respect to any Interests in any Company Group Entity. (c) Options. Except as set forth in Schedule 2.7(cSection 3.2(d) of the Company Disclosure LetterSchedule, there are no outstanding or authorized compensatory equity appreciationor equity-linked awards of any form, including without limitation, options, warrants, restricted stock units, restricted stock, deferred stock awards, performance stock, phantom equitystock, stock appreciation rights, profit participation, participation or similar awards or rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting Company that entitle any Person to acquire (including securities exercisable or exchangeable for or convertible into) any additional capital stock or equity interests of the Company (or securities convertible into or exchangeable or exercisable for any Interests of such additional capital stock or equity interests) and the Company has no obligation or commitment to grant any Company Group Entity. (d) such awards. Except as set forth in Schedule 2.7(dSection 3.2(e) of the Company Disclosure LetterSchedule, there are no, and there have not been any, Persons no Contracts to which the Company is a party or joint ventures in to which any other Person is a party with respect to: (i) the voting of any shares of any capital stock of the Company Group Entity owns(including any proxy or director nomination or similar rights); or (ii) the transfer of, or has owned, of record or beneficiallytransfer restrictions on, any direct shares of capital stock of the Company. Except as set forth in Section 3.2(f) of the Company Disclosure Schedule, the Company does not directly or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of indirectly beneficially own any Company Group Entity to provide funds or make any investment (equity interests in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person. Except as set forth in Section 3.2(g) of the Company Disclosure Schedule, the Company has not granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to its outstanding shares of capital stock that are in effect. Each Company Exempt Option (other than Company Options designated as “Non-Exempt Options” under the 2008 Plan) and each Performance Unit has been granted with an exercise or strike price, as applicable, that is no less than, and which cannot by its terms become less than, the fair market value of the shares of stock underlying such award on its applicable grant date. Section 3.2(h) of the Company Disclosure Schedule sets forth as of the date of this Agreement all outstanding Company Indebtedness, and for each item set forth thereon, identifies the debtor, the principal amount, the creditor, the maturity date, and the collateral, if any, securing such Company Indebtedness.

Capitalization; Subsidiaries. (a) Schedule 2.7(aSection 2.2(a) of the Disclosure Letter will set forth a true Schedule identifies each Acquired Company and complete list that accurately reflects all its jurisdiction of incorporation or formation. No Acquired Company owns, directly or indirectly, any shares, share capital or other equity interests in any other Person (other than another Acquired Company), other than as disclosed in Section 2.2(a) of the Disclosure Schedule. With respect to each Acquired Company’s Interests in , Section 2.2(a) of the Company Group Entities Disclosure Schedule sets forth the outstanding shares, share capital, or other equity interests and the holder record owner thereof. All of such Interests in the Company Group Entities shares, share capital and other equity interests (i) have been duly authorized, are authorized and validly issued and are fully paid and non-assessable and were not issued in violation ofnonassessable, and as applicable, (ii) are not subject to, to any preemptive rightsrights created by statute, rights of first refusalthe applicable Acquired Company’s organizational documents or any agreement to which such Acquired Company is a party, rights of first offer, purchase options, call options or other similar rights and (iii) are free of any Person. There are no Interests issued or outstanding in the Company Group Entities Liens other than as set forth on Schedule 2.7(a) Permitted Liens. All issued and outstanding equity interests of the Disclosure Letterall Acquired Companies were issued in compliance with applicable Law. (b) Except for this Agreement and as set forth in Schedule 2.7(bon Section 2.2(a) of the Disclosure LetterSchedule, there are no Contracts (including options, warrants, callsconvertible or exercisable securities or other rights, puts and preemptive rights) agreements, arrangements or commitments relating to the shares, share capital or other equity interests of any Acquired Company obligating the such Acquired Company Group Entities to: (i) to redeem, issue, sell, pledgetransfer, vote or otherwise dispose of or encumber sell any Interests in any Company Group Entity; (ii) redeemshares, purchase share capital, or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution other equity interests of any kind with respect to any Interests in any Company Group Entitysuch Acquired Company. (c) Except as set forth in Schedule 2.7(c) All distributions, dividends, repurchases and redemptions of the Disclosure Letterequity interests of each Acquired Company were undertaken in compliance with the applicable Acquired Company’s organizational documents then in effect, there are no outstanding or authorized equity appreciationany agreement to which the applicable Acquired Company then was a party, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entityand applicable Law. (d) Except as set forth in Schedule 2.7(d) Upon the Closing, Purchaser will own all of the Disclosure Letterissued and outstanding equity interests of the Company, there are nofree and clear of all Liens (other than Liens created by or through the Purchaser, and there have not been any, Persons or joint ventures in which any Company Group Entity ownsits financing sources, or has ownedany of their respective Affiliates), and, indirectly through the Company, all of record or beneficiallythe issued and outstanding equity interests of all other Acquired Companies, any direct or indirect free and clear of all Liens (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to provide funds or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Personthan Permitted Liens).

Capitalization; Subsidiaries. (a) Schedule 2.7(a) All of the Disclosure Letter will set forth a true and complete list that accurately reflects all outstanding Interests of the Company’s Interests in the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities (i) have been duly authorized, are validly issued and are fully paid and non-assessable assessable, (ii) have been issued in compliance with all applicable Legal Requirements, including the Securities Act, (iii) were not issued in violation of the Organizational Documents of the Company as in existence at the time of such issuance, or any other agreement, arrangement or commitment to which the Company is a party, and (iv) were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than , except as set forth on Schedule 2.7(a) in the Organizational Documents of the Disclosure LetterCompany. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the The Company Group Entities to: (i) issue, sell, pledge, dispose of does not have any direct or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entityindirect Subsidiaries. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity member to provide funds to or make any investment in (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other Person. (d) There are no Contracts (including options, warrants, convertible securities, calls, puts and preemptive rights, other than to the extent set forth in the Organizational Documents of the Company Group) obligating any Company Group member to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group member; (ii) redeem, purchase or acquire in any manner any Interests in Company Group member or; (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group member. (e) There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights with respect to the Interests in any Company Group member. Other than as set forth in the Organizational Documents of the Company Group members, there are no voting trusts, proxies, or similar agreements or understandings with respect to the voting of the Interests in any Company Group member. (f) No Company Group member has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the equityholders of any Company Group member on any matter.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) 5.5.1 Section 5.5 of the Company Disclosure Letter will set sets forth a true the authorized and complete list that accurately reflects all issued Capital Stock of each Group Company as of the Company’s Interests date hereof, including the name of each holder of such Capital Stock and the amount of Capital Stock held by such holder. There is no outstanding Capital Stock of any Group Company as of the date hereof which is not described in Section 5.5 of the Company Group Entities and the holder thereofDisclosure Letter. All such Interests in the Capital Stock of each Group Company Group Entities have has been duly authorizedand validly authorized and is validly issued, are validly issued and are fully paid paid, and non-assessable and were was not issued in violation ofof any federal or state securities Legal Requirements, and preemptive or similar right, purchase option, call or right of first refusal or similar right. 5.5.2 Except as set forth in Section 5.5.2 of the Company Disclosure Letter, there are not subject tono outstanding or authorized options, any warrants, purchase rights, subscription rights, exchange rights, preemptive rights, rights of first refusal, calls, contracts, pledges, puts, conversion rights of first offer, purchase options, call options or other similar rights of commitments or agreements that could require any Person. There are no Interests issued Group Company to issue or outstanding sell any Capital Stock in the Company any Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure LetterCompany. (b) 5.5.3 Except as set forth in Schedule 2.7(b) Section 5.5.3 of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, stock or similar rights affecting with respect to any Group Company. Other than the Group Companies’ Organizational Documents, there are no Contracts that obligate any Group Company to purchase, redeem or otherwise acquire any of its Capital Stock. Other than the Interests Group Companies’ Organizational Documents, there are no rights, documents, instruments or Contracts relating to the voting of any Company Group Entitythe Capital Stock or restrictions on the transfer of the Capital Stock. There are no voting trusts, proxies, declared or accrued but unpaid dividends or other equity holder or similar agreements or understandings distributions with respect to any Capital Stock of the voting of any Interests of any Company Group Entity. (d) Except Companies. The relative rights, preferences and other provisions relating to the Capital Stock are as set forth in Schedule 2.7(d) the Group Companies’ Organizational Documents. 5.5.4 Except for the Capital Stock of another Group Company or as set forth in Section 5.5.4 of the Company Disclosure Letter, there are nothe Group Companies do not own, and there have not been anyowned for the prior ten (10) years, Persons beneficially or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficiallyrecord, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations Capital Stock of any Person, and the Group Companies have not for the prior ten (10) years, and do not, control or act as a manager in relation with, directly or indirectly, any other Person. No Group Company Group Entity to provide funds or make has any Liability regarding the making of any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, in any other Person, other than another Group Company.

Capitalization; Subsidiaries. (a) Schedule 2.7(aSection 3.3(a) of the Company Disclosure Letter will set Schedule sets forth a true and complete list that accurately reflects all the following information for each Acquired Company as of the Company’s date hereof: (i) its name and jurisdiction of organization or formation; (ii) the number of authorized shares or other Equity Interests; and (iii) the number of issued and outstanding shares or other Equity Interests, the names of the holders thereof, and the number or percentage, as applicable, of shares or other Equity Interests in held by each such holder. (b) Section 3.3(b) of the Company Group Entities Disclosure Schedule (as updated pursuant to Section 2.2(a)) sets forth for each Acquired Company as of immediately prior to Closing, after giving effect to the Reorganization, the number of issued and outstanding shares or other Equity Interests, the names of the holders thereof, and the holder thereof. number or percentage, as applicable, of shares or other Equity Interests held by each such holder. (c) All such of the issued and outstanding Equity Interests in the of each Acquired Company Group Entities have been duly authorized, are authorized and validly issued (and if such Acquired Company is a corporation, are fully paid and non-assessable nonassessable), have been offered, issued, sold, and were delivered in compliance with applicable Laws and the Governing Documents of such Acquired Company and have not been issued in violation of, and are not subject to, of any preemptive rights, subscription rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person. There are no Interests issued or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter, there are no Contracts (including options, warrants, calls, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, refusal or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entityrights. (d) Except as set forth in Schedule 2.7(dSection 3.3(d) of the Company Disclosure LetterSchedule, as of the date of this Agreement, FMR and Lanoga collectively own, of record, and have good and valid title to, one hundred percent (100%) of the Company LLC Interests, in the proportions set forth on Section 3.3(a) of the Company Disclosure Schedule, free and clear of any Encumbrance (other than any restrictions on transfer imposed by federal and state securities Laws and any restrictions on transfer expressly set forth in this Agreement). Except as set forth in Section 3.3(d) of the Company Disclosure Schedule, after giving effect to the Reorganization, FMR, Lanoga, PBHI and PB Capital will own, of record, and have good and valid title to, one hundred percent (100%) of the Company LLC Interests, in the proportions set forth on Section 3.3(b) of the Company Disclosure Schedule, free and clear of any Encumbrance (other than any restrictions on transfer imposed by federal and state securities Laws and any restrictions on transfer expressly set forth in this Agreement). (e) Section 3.3(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all Subsidiaries of the Company as of the date hereof. Except as set forth in Section 3.3(e) of the Company Disclosure Schedule, the Company owns, of record, directly or indirectly, and has good and valid title to, all of the outstanding Equity Interests of the Subsidiaries set forth on Section 3.3(e) of the Company Disclosure Schedule, free and clear of any Encumbrance (other than any restrictions on transfer imposed by federal and state securities Laws and any restrictions on transfer expressly set forth in this Agreement). At Closing, the Company will own, of record, directly or indirectly, all of the outstanding Equity Interests of (x) the Subsidiaries set forth on Section 3.3(e) of the Company Disclosure Schedule and (y) the Transferred Companies. As of the date hereof, except for the Subsidiaries set forth on Section 3.3(e) of the Company Disclosure Schedule, the Company does not own, of record, directly or indirectly, any Equity Interests of any other Organization. At the Closing, except for the Subsidiaries set forth on Section 3.3(e) of the Company Disclosure Schedule and the Transferred Companies, the Company will not own, of record, directly or indirectly, any Equity Interests of any other Organization. The Transferred Companies do not have any Subsidiaries and do not own, of record, any Equity Interests of any other Organization. (f) Except as set forth on Section 3.3(a) of the Company Disclosure Schedule, there are nonot authorized, issued or outstanding any other Equity Interests of any Acquired Company and there have are not been anyoutstanding (i) any options, Persons warrants or joint ventures in which conversion, subscription or other rights to purchase that provide for the sale, issuance, return or redemption of any Equity Interests of any Acquired Company, other than the contribution of Equity Interests of the Transferred Companies to the Company Group Entity ownsas specifically provided for by the terms of the Reorganization Agreement and the purchase and sale of the Equity Interests of the Company by Purchaser pursuant to the terms of this Agreement, (ii) any securities convertible into or exchangeable for Equity Interests of any Acquired Company or (iii) any other commitments of any kind for the issuance of options, warrants, or has owned, other securities of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) InterestAcquired Company. There are no outstanding obligations preemptive rights with respect to the issuance or sale of any Equity Interests of any Acquired Company. Except as set forth in Section 3.3(f) of the Company Group Entity to provide funds or make Disclosure Schedule, there are no restrictions on the transfer of any investment (Equity Interests of any Acquired Company other than those expressly set forth in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any this Agreement and other Personthan those restrictions imposed by federal and state securities Laws.

Capitalization; Subsidiaries. (a) Schedule 2.7(a3.6(a) sets forth the authorized and issued shares of Company Capital Stock, including disclosure of the number of authorized and issued shares of each of the Company Common Stock, Series A Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. Schedule 3.6(a) of the Company Disclosure Letter will set Schedules sets forth a true and complete list that accurately reflects as of the Agreement Date all of the Company’s Interests in holders of the Shares and the Shares held by each such holder. Each Person listed on the attached Schedule 3.6(a) is the record owner of the Shares set forth opposite his, her or its name, free and clear of all Liens. All of the issued and outstanding shares of capital stock of the Company Group Entities and the holder thereof. All such Interests in the Company Group Entities have been duly authorized, are validly issued and are issued, fully paid paid, and non-assessable assessable, and were not issued in compliance with the Securities Act and applicable state securities Laws. None of the Outstanding Shares were issued in violation of, and are not subject to, of any preemptive or anti-dilutive rights, rights of first refusal, rights of first offer, purchase options, call options refusal or other similar rights rights. All distributions, dividends, repurchases, stock splits, redemptions, cancellations of any Person. There are no Interests issued series of capital stock, recapitalizations of capital stock (or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(aequity interests) of the Disclosure LetterCompany, and any similar corporate action, were properly authorized by the Board of Directors of the Company and the stockholders of the Company and was undertaken in compliance with the Organizational Documents of the Company then in effect, any agreement to which the Company then was a party and in compliance with applicable Law in all material respects. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letter3.6(b), there are no Contracts (including agreements restricting the transfer of, or affecting the rights of any holder of, the Shares, there are no preemptive or anti-dilutive rights on the part of any holder of any shares of stock of any Acquired Company created by statute, any Acquired Company’s Organizational Documents or any agreement to which any Acquired Company is a party or bound and no outstanding options, warrants, callsrights, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of or encumber any Interests in any Company Group Entity; (ii) redeemconvertible notes, purchase rights, rights of first offer, rights of first refusal, subscription rights, conversion rights, exchange rights or acquire in any manner any Interests in any Company Group Entity; other agreements or (iii) make any dividend or distribution commitments of any kind with respect obligating any Acquired Company, contingently or otherwise, to issue or sell either any Interests in shares of stock of any Acquired Company Group Entity. or any securities or obligations convertible into, or exchangeable for, any class of stock of any Acquired Company (c) collectively, “Rights to Capital Stock”). A total of 501,251 shares of Company Common Stock are subject to outstanding Company Options, 367,105 of which are exercisable as of the Agreement Date. Except as set forth in on Schedule 2.7(c) of the Disclosure Letter3.6(b), there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no (i) voting trusts, proxies, stockholder agreements or other equity holder or similar agreements or understandings to which any Acquired Company is a party or is bound with respect to the voting of any Interests shares of stock of any Acquired Company, or (ii) outstanding bonds, debentures, notes, or other Indebtedness of any Acquired Company Group Entity. having the right to vote (dor convertible into, or exchangeable for, securities having the right to vote) on any matter on which the holders of the capital stock of any Acquired Company may vote, or (iii) contracts, agreements, or understandings to purchase or redeem any shares of stock of any Acquired Company. All outstanding Rights to Capital Stock are in compliance with Law and with all requirements set forth in applicable Material Contracts. There are no rights to have any Acquired Company’s capital stock registered for sale to the public in connection with the Laws of any jurisdiction, including pursuant to any registration rights agreement. Except as set forth in the Acquired Companies’ Organizational Documents or on Schedule 2.7(d) of the Disclosure Letter3.6(b), there are nono documents or agreements to which any Acquired Company is a party that grant or impose on the Outstanding Shares any right, and there have not been anypreference, Persons privilege or restriction with respect to the Transactions. (c) Schedule 3.6(c) sets forth each corporation, limited liability company, trust, partnership, joint ventures venture or other entity in which any Acquired Company Group Entity ownsowns any stock, partnership interest, joint venture interest or has ownedother equity interest and the percentage such equity interest bears to the aggregate number of outstanding securities of such type and class of equity interest. For each Subsidiary, Schedule 3.6(c) lists (i) its name, (ii) the number of authorized shares of each class of its capital stock, and (iii) the number of issued and outstanding shares of each class of its capital stock. Except as disclosed in Schedule 3.6(c), the Company holds of record or beneficiallyand owns beneficially all of the outstanding shares of capital stock of each Subsidiary, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations free and clear of any Company Group Entity to provide funds restrictions on transfer or make any investment other Liens (other than restrictions on transfer under the Securities Act and applicable state securities Laws), which shares have been duly authorized and are validly issued, fully paid, and non-assessable, and were issued in either case, in compliance with the form of a loan, capital contribution, purchase of an Interest (whether from the issuer or another Person) or otherwise) in, any other PersonSecurities Act and applicable state securities Laws.

Capitalization; Subsidiaries. (a) Schedule 2.7(a) of 4.5.1 The CLTS Membership Interests, the Disclosure Letter will LTA Membership Interests, the ITF LLC Membership Interests and the OEP TAG Holdings Membership Interests set forth a true and complete list that accurately reflects in Exhibit “A-2” constitute all of the Company’s issued and outstanding membership interests of CLTS, LTA, ITF LLC and OEP TAG Holdings, as applicable. No current or former holder of Membership Interests in or any other Person is contesting or has a valid basis for contesting the Company Group Entities and ownership of the holder thereofMembership Interests or any distributions or contributions related thereto. All such The Membership Interests in the Company Group Entities have been are duly authorized, are validly issued and are issued, fully paid and non-assessable and were not issued in violation ofpaid, and are not subject tononassessable. Except as shown on Schedule 4.5.1 or specifically contemplated by the Restructuring Events, no Company has made any preemptive rightsdistribution within the preceding three years and no current or former holder of any Membership Interests has any right to receive any distributions. Except as shown on Schedule 4.5.1, rights of first refusal, rights of first offer, purchase options, call options no Company has issued any securities or other similar rights of any Person. There are no Interests issued equity or outstanding in the Company Group Entities other than as set forth on Schedule 2.7(a) of the Disclosure Letter. (b) Except as set forth in Schedule 2.7(b) of the Disclosure Letterownership interest, there are no Contracts (including options, warrantswarrants or other securities convertible into or exchangeable or exercisable for any equity capital or ownership interest of such Company, callsand no securities or obligations evidencing such rights are authorized, puts and preemptive rights) obligating the Company Group Entities to: (i) issue, sell, pledge, dispose of issued or encumber any Interests in any Company Group Entity; (ii) redeem, purchase or acquire in any manner any Interests in any Company Group Entity; or (iii) make any dividend or distribution of any kind with respect outstanding. Except for rights granted to any Interests in any Company Group Entity. (c) Except as set forth in Schedule 2.7(c) of the Disclosure LetterBuyer under this Agreement, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting any of the Interests of any Company Group Entity. There are no voting trusts, proxies, or other equity holder or similar agreements or understandings with respect to the voting of any Interests of any Company Group Entity. (d) Except as set forth in Schedule 2.7(d) of the Disclosure Letter, there are no, and there have not been any, Persons or joint ventures in which any Company Group Entity owns, or has owned, of record or beneficially, any direct or indirect (through a Subsidiary or otherwise) Interest. There are no outstanding obligations of any Company Group Entity to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of, or that restrict the transfer of, the issued or unissued units, membership interests or other equity or ownership interests of such Company. No units, membership interests or other equity or ownership interests of any Company have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the Charter Documents of such Company or any Contract to which such Company is a party or by which such Company is bound. 4.5.2 Except for CLTS’ 100% ownership of ITF LLC and OEP TAG Holding’s ownership of the CLTS Membership Interests and the LTA Membership Interests, no Company has any direct or indirect subsidiaries, and no Company presently owns, of record or beneficially, or controls, directly or indirectly, any capital stock or any other equity, partnership, membership or similar interest in, or securities convertible into, exercisable for the purchase of, or exchangeable for, any such capital stock or equity, partnership, membership or similar interest, or is under any obligation to form or participate in, provide funds or to, make any investment (in either case, in the form of a loan, capital contribution, purchase of an Interest (whether from the issuer contribution or another Person) or otherwise) other investment in, or assume any liability or obligation of, any Person, whether active or dormant. No Company is, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other Personnon-corporate entity.