Common use of Capitalization; Subsidiaries Clause in Contracts

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

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

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. (a) All of the issued and outstanding shares of capital stock of the Company are Membership Interests have been duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance accordance with all applicable law, statute, ordinance, regulation, administrative interpretation, directive, policy, guidance, guideline, rule or other pronouncement having the effect of law of or by any Governmental Entity, including the rules, regulations and procedures promulgated by FINRA or the SEC applicable to Manorhaven or its business (collectively, “Law”). Other than the Membership Interests, Manorhaven does not have any outstanding, authorized or issued membership interests, equity securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into ownership interests (including phantom interests) or granted any convertible other securities exercisable or exchangeable securitiesfor or convertible into equity interests in Manorhave. None of the Membership Interests is certificated. (b) Aside from the Organizational Documents, there are no: (i) subscriptions, options, warrants, calls, conversion, exchange, purchase right or other written contracts or rights of any kind obligating any person to issue, transfer, sell or otherwise dispose of, or cause to be issued, transferred, sold or otherwise disposed of, any Membership Interests or any securities convertible into or exchangeable for any Membership Interests; (ii) partnership agreements, voting trusts, proxies or other contracts to which Seller or Manorhaven is a party, or by which Seller or Manorhaven is bound, relating to any of the Membership Interests, the voting thereof or the nomination of any managers of Manorhaven; (iii) obligations, contingent or otherwise, of Manorhaven to repurchase, redeem or otherwise acquire any equity interests in Manorhaven or any securities convertible into or exercisable or exchangeable for any equity interests in Manorhaven or other rights or plans affecting the Membership Interests; or (iv) contracts that place any restrictions of any kind upon the transfer of Membership Interests. (c) Manorhaven does not own, directly or indirectly, any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in existence to purchase or acquire from the Company assume any shares liability or obligation of, any person. (d) There are no bonds, debentures, notes or other indebtedness having general voting rights (or exchangeable or convertible into or exercisable for securities having such rights) of the capital stock of the Company. The Shares, when Manorhaven issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionoutstanding.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in (a) As of the Registration Statementclose of business on December 18, 2020, the Time authorized capital stock of Sale Disclosure Package the Company consists of (i) 100,000,000 shares of Company Common Stock, 5,958,479 of which were issued and outstanding and 641,965 of which were held by the Final ProspectusCompany as treasury stock, and (ii) 2,000,000 shares of preferred stock, zero of which were issued and outstanding. No shares of Company Common Stock are held by Subsidiaries of the Company. (b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act. (c) As of the date hereof, there are no existing (i) options, warrants, calls, 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 or any of its Subsidiaries to issue, transfer 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, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company are duly authorized and validly issuedor any of its Subsidiaries or any securities representing the right to purchase or otherwise receive capital stock of the Company or any of its Subsidiaries, fully paid and nonassessable(iii) appreciation rights, and have been issued phantom equity or similar rights with respect to, or valued in compliance with all applicable securities laws, and conform whole or in all material respects to the description thereof part in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusreference to, the Company has not entered into or granted any convertible of its Subsidiaries or exchangeable securities, options, warrants, agreements, contracts (iv) voting trusts or other rights in existence similar agreements to purchase or acquire from which the Company any shares is a party with respect to the voting of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock . (d) Each Subsidiary of the Company contained in on the Registration Statementdate hereof is listed on Section 3.2(d) of the Company Disclosure Letter. Except as set forth on Section 3.2(d) of the Company Disclosure Letter, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant SharesCompany owns, when issueddirectly or indirectly, paid for and delivered upon due exercise all of the Warrantsissued and outstanding company, will be duly authorized partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and validly issued, fully paid and nonassessable, will be issued in compliance with clear of all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved Liens except for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the CommissionPermitted Liens.

Capitalization; Subsidiaries. (a) The only equity interests of the Company has an that are issued, reserved for issuance or outstanding are the Purchased Interests held by Seller (all of which are uncertificated). The Purchased Interests have been duly authorized capitalization and (as set forth applicable) validly issued and, other than this Agreement, are not subject to or issued in the Registration Statementbreach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the Time organizational and governance documents of Sale Disclosure Package the Company or any contract to which the Company or its Subsidiary is a party or is otherwise bound, and are free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws, and upon transfer of the Final ProspectusPurchased Interests to Purchaser on the Closing Date in accordance with Article II, Purchaser will receive good and valid title to the Purchased Interests, free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws. (b) Schedule 3.7(b) sets forth the class and amount of authorized and outstanding equity interests of the Company’s Subsidiary. All of the issued and outstanding shares equity interests of capital stock the Subsidiary of the Company are held by the Company and are duly authorized and validly issued, fully paid issued and nonassessable, and have been not subject to or issued in compliance with all breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable securities laws, and conform in all material respects to the description thereof in the Registration Statementlaw, the Time organizational and governance documents of Sale Disclosure Package and such Subsidiary or any contract to which the Final ProspectusCompany or its Subsidiary is a party or is otherwise bound. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusset forth on Schedule 3.7, the Company has good and valid title to all the equity interests of the Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens, and is the record owner thereof. (c) There are not entered into any bonds, debentures, notes or granted other Indebtedness of the Company or its Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of the Company or its Subsidiary may vote (“Voting Company Debt”). Except as set forth in Schedule 3.7(c), there are not any options, warrants, rights, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or contracts of any kind to which the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or any Voting Company Debt, (ii) obligating the Company or its Subsidiary to issue, grant, extend or enter into any such option, warrant, right, security, unit or contract or (iii) that give any Person the right to receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company or its Subsidiary. There are not any outstanding contractual obligations of the Company or its Subsidiary to repurchase, redeem or otherwise acquire any equity interests of the Company or its Subsidiary or any other Person. (d) Except as set forth in Schedule 3.7(d), there are not any options, warrants, agreementsrights, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or contracts of any kind to which Seller is a party or other rights in existence by which it is bound (i) obligating Seller to purchase issue, deliver or acquire from the Company any shares of the capital stock of the Company. The Sharessell, when issued and paid for as provided herein, will or cause to be duly authorized and validly issued, fully paid and nonassessabledelivered or sold, will be issued in compliance with all applicable securities lawsequity interests of Seller, and will be free or any security convertible or exercisable for or exchangeable into any equity interest of preemptiveSeller, registration to any current employee or similar rights and will conform to the description of the capital stock independent contractor of the Company contained in the Registration Statementor its Subsidiary, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares(ii) obligating Seller to issue, when issuedgrant, paid for and delivered upon due exercise extend or enter into any such option, warrant, right, security, unit or contract to any current employee or independent contractor of the Warrants, will be duly authorized Company or its Subsidiary or (iii) that give any current employee or independent contractor of the Company or its Subsidiary the right to receive any economic benefit or right from Seller similar to or derived from the economic benefits and validly issued, fully paid and nonassessable, will be issued rights accruing to holders of equity interests of Seller. (e) Except for its interests in compliance with all applicable securities laws, and will be free of preemptive, registration its Subsidiary listed on Schedule 3.7 or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof as otherwise set forth on Schedule 3.7, neither the Company nor its Subsidiary owns, directly or indirectly, any equity interest in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionany other Person.

Capitalization; Subsidiaries. (a) Parent and US Entity are the direct owners, holders of record, and beneficial owners of the Company Interests. The Company has an authorized capitalization as set forth Interests constitute all of the issued and outstanding equity interests in the Registration StatementCompany, the Time and no shares of Sale Disclosure Package and the Final Prospectus. All capital stock or other equity interests of the Company have been reserved for issuance upon exercise of outstanding options, warrants or other similar purchase rights. The Company Interests have been duly authorized and validly issued and are fully paid and nonassessable. Except as provided for in the Organizational Documents of the Company, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any securities 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 will be authorized, issued or outstanding. The Company will not have outstanding any bonds, debentures, notes or other obligations giving the holders of which the right to vote (or convertible into or exercisable for securities having the right to vote) with the holders of equity interests of the Company on any matter. (b) Parent is the direct owner, holder of record, and beneficial owner of the US Entity Interests. The US Entity Interests constitute all of the issued and outstanding equity interests in US Entity, and no shares of capital stock or other equity interests of US Entity have been reserved for issuance upon exercise of outstanding options, warrants or other similar purchase rights. The US Entity Interests have been duly authorized and validly issued and are fully paid and nonassessable. Except as provided for in the Organizational Documents of US Entity, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of US Entity or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of US Entity, and no securities or obligations evidencing such rights will be authorized, issued or outstanding. US Entity will not have outstanding any bonds, debentures, notes or other obligations giving the holders of which the right to vote (or convertible into or exercisable for securities having the right to vote) with the holders of equity interests of US Entity on any matter. (c) Schedule 3.5(c) of the Parent Disclosure Schedules sets forth, with respect to each Group Entity, (i) its name and jurisdiction of incorporation or formation, (ii) the number of its issued and outstanding shares of capital stock or other equity interests and (iii) the owner of such shares of capital stock or other equity interests. Except for the shares of capital stock or other equity interests listed on Schedule 3.5(c), there are no issued and outstanding equity interests in any Group Entity. All of the Company are shares of capital stock or other equity interests listed on Schedule 3.5(c) have been duly authorized and validly issued, issued and are fully paid and nonassessablenonassessable and are owned are owned, beneficially and have been issued in compliance with all of record, by the Company or another Group Entity free and clear of any Encumbrances other than transfer restrictions under applicable securities laws, and conform in all material respects to the description thereof . Except as provided for in the Registration StatementOrganizational Documents of the Group Entities, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options there are no preemptive or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securitiesother outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, agreements, contracts arrangements or commitments to issue or sell any shares of capital stock or other securities of any Group Entity or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Group Entity, and no securities or obligations evidencing such rights in existence will be authorized, issued or outstanding. No Group Entity will have outstanding any bonds, debentures, notes or other obligations giving the holders of which the right to purchase vote (or acquire from convertible into or exercisable for securities having the Company right to vote) with the holders of equity interests of such Group Entity on any shares matter. (d) None of the Interests and none of the capital stock or other equity interests of any of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be Group Entities was issued in compliance with all applicable securities lawsviolation of any preemptive or other similar rights or in violation of any material federal, and will be free state or foreign security Laws. None of preemptivethe Acquired Companies is subject to any obligation, registration on a contingent basis or otherwise, to issue, sell or otherwise cause to become outstanding, or to acquire, repurchase, retire or redeem, or to register, any Company Interests, US Entity Interests, capital stock or other equity interests nor does any Acquired Company have any profit sharing, phantom stock or similar rights and will conform with respect to the description of the capital stock or other equity interests of any Acquired Company. There are no Contracts to which Parent or any Acquired Company is a party or, to the Knowledge of Parent, any other Person is a party giving any Person the right to receive from any Acquired Company any benefits or rights similar to any benefits or rights enjoyed by or accruing to the benefit of the holders of any capital stock or other equity interests of any Acquired Company contained (solely in their capacity as such holder). There are no voting trusts, proxies or other Contracts with respect to the Registration Statementvoting of any capital stock or other equity interests of any of the Acquired Companies. (e) Other than the Group Entities listed on Schedule 3.5(b), the Time of Sale Disclosure Package and the Final Prospectus. Company does not have any Subsidiaries or own any equity interests in any other Person. (f) The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued US Entity does not have any Subsidiaries or own any equity interests in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionany other Person.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All (a) Section 2.5(a) of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company and each Company Subsidiary are duly authorized and validly issued, fully paid and nonassessablenonassessable and were issued in conformity with applicable Laws, and have not been issued in compliance with all applicable securities lawsviolation of any preemptive or similar rights, and conform are owned, in all material respects the case of the Xxxx Xxxxx USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the description thereof Closing, JCG LLC), and in the Registration Statementcase of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the Xxxx Xxxxx USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the Time JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of Sale Disclosure Package each of the Company Subsidiaries), in each case free and the Final Prospectusclear of any Liens. Except for as set forth in Section 2.5(a) of the issuances of options or restricted stock in the ordinary course of businessSeller Disclosure Schedule, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, there are no outstanding options, warrants, agreementscalls, contracts rights or commitments or any other agreements of any kind relating to the sale, issuance or voting of, or the granting of rights in existence to purchase or acquire from the Company acquire, any shares of the capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Company. The Shares, when issued and paid for . (c) Except as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(xSection 2.5(c) of Regulation S-X the Seller Disclosure Schedule, neither Seller nor any of the Commissionits Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) The authorized capital stock of each MDL Group Company has an authorized capitalization as is set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectuson Schedule 2.4 hereto. All of the Shares were duly authorized for issuance and are validly issued and, with respect to the MDL US Shares, are fully paid and non-assessable. The Shares represent all of the issued and outstanding capital stock of the MDL Group Companies. Each Seller is the sole record holder and beneficial owner of all of the Shares set forth opposite such Seller’s name on Schedule 2.4, free and clear of all Encumbrances, other than restrictions on transfer imposed under applicable securities Laws. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and upon the consummation of the Closing, Buyer will be the record and beneficial owner of the entire equity interest in each MDL Group Company, free and clear of all Encumbrances other than restrictions on transfer imposed under applicable securities Laws. No Seller is a party to any voting trust or other contract with respect to the voting, redemption, sale, transfer or other acquisition or disposition of the Shares, and no Seller has granted any proxy, in whole or in part, with respect to the Shares. Other than the Shares, there are no (i) equity securities of any class of any MDL Group Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) options, warrants, equity securities, calls, rights or other Contracts to which any MDL Group Company is a party or by which any MDL Group Company is bound obligating a MDL Group Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the MDL Group Company are duly authorized and validly issuedor any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, fully paid and nonassessableor obligating the MDL Group Company to grant, and extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. No Seller nor any MDL Group Company is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the MDL Group Companies. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to any Seller or any of its Affiliates. None of the Shares have been issued in compliance with all applicable securities lawsviolation of, and conform in all material respects to the description thereof in the Registration Statementnone are subject to, the Time any purchase option, call, right of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of businessfirst refusal, since the respective dates as of which information is provided in the Registration Statementpreemptive, the Time of Sale Disclosure Package and the Final Prospectussubscription, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights similar right. (b) No MDL Group Company owns any equity interest in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionperson.

Capitalization; Subsidiaries. The (a) All of the issued and outstanding Equity Securities of the Company has an authorized capitalization are owned beneficially and of record as set forth in Section 3.5(a)(i) of the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusSchedule. All of the issued and outstanding Equity Securities of the Subsidiaries are owned beneficially and of record by the Company. All of the issued and outstanding Equity Securities of each member of the Company Group have been duly authorized, validly issued, fully paid, and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Other than as set forth in Section 3.5(a)(ii) of the Disclosure Schedule, there are no currently outstanding or authorized options, phantom stock or interests, warrants, rights, contracts, rights of first refusal or first offer, calls, puts, rights to subscribe, conversion rights, or other agreements or commitments to which any member of the Company Group is a party or which are binding upon any member of the Company Group providing for the issuance, disposition, or acquisition of any Equity Securities of any member of the Company Group. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to any member of the Company Group, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer of any shares of capital stock or other Equity Securities of any member of the Company Group. There are duly authorized and validly issuedno voting trusts, fully paid and nonassessableproxies, and have been issued in compliance or any other agreements, restrictions or understandings with all applicable securities laws, and conform in all material respects respect to the description thereof in the Registration Statement, the Time voting of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock or other Equity Securities of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock any member of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusGroup. The Warrant Shares, when issued, paid for and delivered upon due exercise No member of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free Company Group is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of preemptive, registration or similar rights. The Warrant Shares have been reserved such Company Group member. (b) Except for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X Company’s ownership of the CommissionEquity Securities of the Subsidiaries, no member of the Company Group owns or holds the right to acquire any Equity Securities in any Person.

Capitalization; Subsidiaries. The Company has an authorized capitalization (a) As of the date hereof, other than the Units represented by the percentage interests listed on Section 5.4 of the Companies Disclosure Schedules for each Company, there are no other outstanding (i) equity interests or other securities of the Companies, (ii) securities of the Companies convertible into or exchangeable or exercisable for equity interests or other securities of the Companies or (iii) options, preemptive rights, stock appreciation, phantom stock or profit participation rights with respect to, or other rights to acquire from the Companies, or other obligations of the Companies to issue, any equity interests or other securities or securities convertible into or exchangeable for equity interests or other securities of the Companies. (b) Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All on Section 5.4 of the issued and outstanding shares of capital stock Companies Disclosures Schedules, with respect to each Subsidiary of the Company Companies there are duly authorized and validly no other equity interests of such Subsidiary authorized, issued, fully paid and nonassessablereserved for issuance or outstanding. There are no outstanding or authorized stock appreciation, and have been issued in compliance phantom stock, profit participation or similar rights with all applicable securities laws, and conform in all material respects respect to the description thereof equity interests of any Subsidiary of the Companies to which any of the Companies or any of their Subsidiaries is a party or is bound. Other than the Charter Documents, there are no Contracts to which the Companies or any of their Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any equity or voting interests in any of the Registration Statement, Companies or any of their Subsidiaries or (ii) vote or dispose of any equity or voting interests in any of the Time Companies or any of Sale Disclosure Package and the Final Prospectustheir Subsidiaries. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statementapplicable Charter Documents, the Time no Person has any right of Sale Disclosure Package and the Final Prospectusfirst offer, the Company has not entered into right of first refusal or granted preemptive right in connection with any convertible future offer, sale or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company issuance of equity securities of any shares of the capital stock Subsidiaries of the Company. The Shares, when issued and paid for Companies. (c) Except as provided hereinin the applicable Charter Documents, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description none of the Companies or their Subsidiaries is obligated to make any loan or capital stock contribution to any of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise Subsidiaries of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the CommissionCompanies.

Capitalization; Subsidiaries. (a) The Company has an authorized capitalization as capital stock of Cycam consists of One Thousand (1,000) shares of common stock, par value $1.00 per share, of which Five Hundred (500) shares are issued and outstanding, and the authorized capital stock of ELX consists of One Thousand (1,000) shares of common stock, par value $50.00 per share, of which Sixty (60) shares are issued and outstanding, and all of the Cycam Shares and ELX Shares are owned of record and beneficially by the Shareholder, free and clear of all Liens. ELX and Shareholder are the only partners of Wagner-ELX and own such partnership interests free and clear of all Lxxxx. The partnership interests are held in the proportions set forth in Section 5.2(a) of the Registration Statement, the Time of Sale Companies' Disclosure Package and the Final ProspectusSchedule. All of the issued Cycam Shares and outstanding shares of capital stock of the Company ELX Shares are duly authorized and authorized, validly issued, fully paid and nonassessable. There are no (i) options, and have been issued in compliance with all applicable securities lawswarrants, and conform in all material respects to the description thereof calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating now or in the Registration Statementfuture, the Time Companies to issue, transfer or sell any shares of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securitiescapital stock, options, warrants, agreements, contracts calls or other rights equity or partnership interest of any kind whatsoever in existence the Companies or securities convertible into or exchangeable for such shares or equity or partnership interests, (ii) contractual obligations of the Companies to purchase repurchase, redeem or otherwise acquire from any capital stock or equity or partnership interest of the Company Companies or (iii) voting trusts, proxies or similar agreements to which any shares of the Companies or the Shareholder is a party with respect to the voting of the capital stock of the CompanyCompanies or the partnership interests in Wagner-ELX. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be None of the Companies' capital stock or partnership interxxxx xas been issued in compliance with all applicable securities laws, and will be free violation of preemptive, registration any federal or similar rights and will conform to the description state law. (b) Except as set forth on Section 5.2(b) of the capital stock of the Company contained in the Registration StatementCompanies' Disclosure Schedule, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The each Company has no “Subsidiary” as such term is defined subsidiaries and does not own any outstanding shares of capital stock or have any direct or indirect interest in Rule 1-02(x) of Regulation S-X of the Commissionor control over any corporation, partnership, joint venture, trust, corporation, limited liability company or other entity.

Capitalization; Subsidiaries. The Section 5.02 of the Disclosure Schedule sets forth (a) the number of issued and outstanding Equity Securities of each Acquired Company has an authorized capitalization and (b) the record and beneficial owner of all such Equity Securities as set forth in of the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusdate hereof. All of the issued and outstanding shares Equity Securities of capital stock each of the Company Acquired Companies are duly authorized and validly issued, fully paid and nonassessablepaid, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusnon-assessable. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares set forth on Section 5.02 of the capital stock Disclosure Schedule, none of the Acquired Companies owns, directly or indirectly, any Equity Securities in any other Person, or has any obligation to make an investment in any other Person. The Purchased Securities are uncertificated and constitute the only outstanding Equity Securities of the Company. The SharesExcept as set forth on Section 5.02 of the Disclosure Schedule, when issued and paid for as provided hereinthere are no outstanding rights, will be duly authorized and validly issuedoptions, fully paid and nonassessablephantom interests, will be issued warrants, stock appreciation rights, convertible securities, subscription rights, conversion rights, exchange rights, or other agreements that require any Acquired Company to issue or sell any Equity Securities or to redeem or otherwise acquire any of its outstanding Equity Securities. There are no Contracts to which Seller or any Acquired Company is a party or by which Seller or any Acquired Company is subject, obligating any Acquired Company to issue, deliver, grant, or sell Equity Securities in compliance any Acquired Company or obligating (contingently or otherwise) any Acquired Company to repurchase, redeem, or otherwise acquire Equity Securities in any Acquired Company. There are no voting agreements, voting trusts, registration rights agreements, shareholder agreements, or other similar arrangements with all applicable securities lawsrespect to the Equity Securities of any Acquired Company, and will be free there is no Funded Debt of preemptive, registration or similar rights and will conform any Acquired Company having any right to the description vote on any matters on which an equityholder of any Acquired Company may vote. Except as set forth on Section 5.02 of the capital stock of the Company contained in the Registration StatementDisclosure Schedule, the Time Equity Securities of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The each Acquired Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionare uncertificated.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of a maximum of 2,000,000 Company Common Shares, of which 825,534 shares are outstanding. There are no declared or accrued but unpaid dividends with respect to any Company Common Shares. (b) Section 2.2(b) of the Company Disclosure Letter, other than the columns labeled “As of Closing,” sets forth, as of the date hereof, a true, correct and complete list of all of the Company’s securityholders and the number of shares, options, warrants or other rights to acquire Shares owned by each of them, including (1) all holders of Options and (2) all holders of Warrants. All issued and outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrance, preemptive rights and put or call rights created by Law, the Charter Documents or any Contract to which the Company is a party or by which it is bound or otherwise to the Knowledge of the Shareholders. The Shareholders that are parties to this Agreement as of the date hereof hold in the aggregate at least 90% of the outstanding Shares; and the Representative has made available to Purchaser copies of all powers of attorney granted by the Shareholders to the Repreentative authorizing and empowering him to act on behalf of such Shareholders in connection with this Agreement. (c) There are no Shares or securities of any Subsidiary issued and outstanding immediately prior to the Closing Date that are not vested or are subject to a repurchase right of the Company or any Subsidiary, risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company or the applicable Subsidiary. (d) Except for the Options cancelled by this Agreement and the Warrants held by the Swedish Subsidiary there are no options, warrants or Contracts to which the Company or any Subsidiary is a party, or by which it is bound, obligating the Company or any Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Shares, Options or Warrants or obligating the Company or any Subsidiary to grant, extend, accelerate the vesting and/or waive any repurchase rights of, change the price of or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Other than rights under the Shareholders’ Agreement there are no Contracts relating to the future purchase or sale of any Shares or securities of any Subsidiary (1) between or among the Company or any Subsidiairy and any of its shareholders, written contracts granting the Company or any Subsidiary the right to purchase unvested shares upon termination of employment or service, or (2) between or among any of the Company’s or any Subsidiary’s shareholders. All Options, Warrants and outstanding Shares and all securities of any Subsidiary were issued in compliance with all applicable Laws, and all Warrants repurchased by the Company or any Subsidiary were repurchased in compliance with all applicable Laws and all applicable rights of first refusal and other similar rights and limitations that were not waived. (e) Except for the Shareholders’ Agreements listed on Section 2.2(e) of the Company Disclosure Letter, there are no shareholder agreements, voting trusts or other agreements or understandings relating to the voting of any Shares or any securities of any Subsidiary, and there are no agreements between the Company or any of its Subsidiaries and any security holder or others, or among any Shareholders, relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Shares or securities of any Subsidiary. (f) Except for the Company Stock Plans, neither the Company nor any of its Subsidiaries has ever adopted or maintained any stock option plan or other plan providing for equity compensation of any Person. All Warrants issued by the Company are held by the Swedish Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (g) The Company has an authorized capitalization not granted Options except to Persons who were employees, officers, directors or service providers of the Company at the time of grant and in compensation for their service as set forth such. In the one-year period preceding the date hereof, the service to the Company of no holder of Options has been terminated as a result of the holder’s death or disability. (h) All awards of Option have been documented with the grant forms Made Available to Purchaser without deviation from the form, except for terms relating to the acceleration of vesting or the extension of exercise periods that are not currently extended. True and complete copies of all agreements and instruments relating to or issued under the Company Stock Plans have been Made Available, and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. (i) No bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries (1) having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (2) the value of which is in any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date hereof. (j) The information contained in the Registration StatementSpreadsheet will be complete and correct as of the Closing Date. (k) Neither the Company nor any Subsidiary owns or control any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person except as disclosed in Section 2.2(k) of the Company Disclosure Letter, or has any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any corporation, partnership, joint venture or other business association or entity. Section 2.2(k) of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary of the Company indicating its officers and directors, the Time record and beneficial owner of Sale Disclosure Package and the Final Prospectus. All all of the its issued and outstanding shares of capital stock or other equity interests and its jurisdiction of formation. Each Subsidiary of the Company (1) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (3) is qualified to do business and in good standing in every jurisdiction where it conducts business and such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect on the Company. Each Subsidiary of the Company is not in violation of any of the provisions of its organizational documents, and no changes thereto are pending. All the outstanding capital stock or other equity interest of each Subsidiary of the Company is, to the extent applicable, duly authorized and authorized, validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects . There are no Contracts to the description thereof in the Registration Statement, the Time which any Subsidiary of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into is a party or granted by which it is bound obligating any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from Subsidiary of the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or equity interest of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to any Subsidiary of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All Seller owns all of the issued and outstanding ---------------------------- shares of capital stock of Company beneficially and of record. Except as described in Schedule 2.1, Company owns all of the outstanding Equity Securities ------------ of each of the Subsidiaries, beneficially and of record. Schedule 2.2 lists all ------------ Equity Securities of Persons other than Subsidiaries owned beneficially and of record by Company. All of such Equity Securities of Company, Subsidiaries and those listed on Schedule 2.2(a) are owned free and clear of any Encumbrance. --------------- Buyer will acquire good and marketable title to and complete ownership of the Stock, free of any Lien. The authorized capital stock of Company consists of 91,000,741 shares of capital stock of which 65,000,000 are denominated Common Stock, $.001 par value (the "Common Stock"), and 5,000,000 shares are denominated Preferred Stock, $.001 par value, and 21,000,741 shares are denominated Class A Common Stock, $.001 par value. There are 21,000,741 shares of Class A Common Stock outstanding and held by Seller and no shares denominated as Preferred Stock or Common Stock are outstanding. Company has outstanding options to purchase 2,220,334 shares of Common Stock. Schedule 2.2(b) lists the --------------- names of each person holding such options and the exercise price, expiration date and the number of shares of Common Stock issuable upon exercise of each such option. Except as set forth in Schedule 2.2(b), there are no outstanding --------------- Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Equity Securities of Company or any Subsidiary, or to restructure or recapitalize Company or any Subsidiary. Except as set forth in Schedule 2.2(b), there are no outstanding --------------- Contracts of Seller, Company or any Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of Company or anySubsidiary, nor are there any Contracts of any other Person to do so. All outstanding Equity Securities of Company and its Subsidiaries, are duly authorized and authorized, validly issued, fully paid and nonassessablenonassessable and were issued in conformity with applicable laws. There are no preemptive rights in respect of any Equity Securities of Company or any Subsidiary. Any Equity Securities of Company or any Subsidiary which were issued and reacquired by any of such entities were so reacquired (and, and have been issued if reissued, so reissued) in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options neither Company nor any Subsidiary has any outstanding obligation or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance liability with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionrespect thereto.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in (a) As of the Registration Statementdate of this Agreement, the Time authorized capital stock of Sale Disclosure Package the Company consists of (i) 198,000,000 shares of Common Stock, 22,114,476 of which are issued and outstanding and held solely by Seller and no shares of which are held by the Final ProspectusCompany as treasury stock, and (ii) 2,000,000 shares of preferred stock of the Company, par value $0.01 per share, no shares of which are outstanding. All of the issued and outstanding shares of capital stock of the Company are Common Stock have been duly authorized and validly issuedissued and are fully paid, fully paid nonassessable and nonassessablefree of preemptive rights. All of the Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act. (b) As of the date of this Agreement, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, there are no existing (i) options, warrants, agreementscalls, contracts subscriptions or other rights rights, convertible securities, agreements or commitments of any character obligating any Group Company to issue, transfer or sell any shares of capital stock or other equity interest in existence any Group Company or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of any Group Company to repurchase, redeem or otherwise acquire any capital stock of any Group Company, or any securities representing the right to purchase or acquire from the Company otherwise receive any shares of the capital stock of the any Group Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration voting trusts or similar rights and will conform agreements to which the Company is a party with respect to the description voting of the capital stock of the Company contained in or (iii) other equity-based awards, including any equity appreciation rights, issued by any Group Company. (c) Each Subsidiary of the Registration StatementCompany on the date hereof is listed on Schedule 4.02(c) of the Disclosure Schedules. Except as set forth on Schedule 4.02(c) of the Disclosure Schedules, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant SharesCompany owns, when issueddirectly or indirectly, paid for and delivered upon due exercise all of the Warrantsissued and outstanding limited liability company, will be partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such limited liability company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issuedissued and are fully paid, fully paid nonassessable and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar preemptive rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “made available to Buyer true and complete copies of the currently effective corporate or other organizational documents for each Subsidiary” as such term is defined . (d) Other than Ordinary Course Equity Interests, No Group Company owns, directly or indirectly, any equity interest in Rule 1-02(xany Person other than any other Group Company. Other than Ordinary Course Equity Interests, the Company does not own, directly or indirectly, any equity interest in any Person other than the Subsidiaries set forth in Schedule 4.02(c) of Regulation S-X the Disclosure Schedules. (e) No Group Company has any obligation to make capital contribution or otherwise make any payment with respect to any Ordinary Course Equity Interests and no Group Company is subject to any indemnification obligations with respect to any disposition of the Commissionany Ordinary Course Equity Interests.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company has an authorized capitalization as set forth in consists of [***] shares of common stock, no par value per share, of which [***] shares are issued and outstanding (prior to giving effect to the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusRollover). All of the issued and outstanding shares of the Company’s capital stock of the Company have been duly authorized, are duly authorized and validly issued, fully paid and nonassessablepaid, and have been nonassessable and are not subject to, nor were they issued in compliance with all violation of, any preemptive rights, rights of first refusal or similar rights or applicable securities laws, and conform in are owned of record and beneficially by the Seller free and clear of all material respects Liens. Other than Seller, and Xxxxxxxx, who owns [***] shares of common stock of the Company (prior to giving effect to the description thereof Rollover), there are no other holders of Shares. (b) Except as disclosed in Section 4.3(a) and Section 4.3(c) of the Registration StatementDisclosure Schedules, the Time of Sale Disclosure Package and except for this Agreement and the Final Prospectus. Except for the issuances of options Rollover Agreement, there are no outstanding or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable authorized securities, options, warrants, agreementsrights, contracts contracts, pledges, calls, puts, rights to subscribe, conversion rights, rights to purchase, preemptive rights, co-sale rights, exchange rights, stock appreciation rights or other similar rights in existence to purchase or acquire from (including rights issued by the Company any shares that are derivative of the price of any capital stock of the Company), phantom stock or other agreements or commitments to which the Company is a party or which are binding upon the Company providing for the voting, issuance, disposition, repurchase, redemptions or acquisition of the Company’s capital stock or other equity or any rights or interests exercisable therefor. The SharesCompany is not committed to declare, when issued and paid pay or set aside for as provided hereinpayment any dividend or other distribution (whether in cash, will be duly authorized and validly issuedstock, fully paid and nonassessable, will be issued property or otherwise) in compliance with all applicable securities laws, and will be free respect of preemptive, registration or similar rights and will conform to the description any of the capital stock of the Company contained or any other securities of the Company. The Company is not obligated or required to make any investment (including in the Registration Statementform of a loan or capital contribution) in any Person. (c) Section 4.3(c) of the Disclosure Schedules sets forth a true and complete list of all stockholders’ agreements, voting agreements, voting trusts, proxies or other Contracts to which the Time Company is a party and that relate to any class of Sale Disclosure Package capital stock of the Company, and the Final ProspectusCompany has delivered to the Buyer correct and complete copies of all such Contracts. The Warrant SharesThere are no bonds, when debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which holders of the capital stock of the Company are entitled to vote. (d) Following the consummation of each of the transactions contemplated by this Agreement, neither the Buyer nor the Company will have any obligation to make any payment to any Person with respect to the ownership of any capital stock of the Company, other than payment of the amounts as required by this Agreement or the other agreements contemplated hereby, including the Rollover Agreement. (e) Section 4.3(e) of the Disclosure Schedule lists each of the Subsidiaries of the Company as of the date hereof and indicates for each such Subsidiary as of such date (i) the percentage and type of equity securities owned or controlled, directly or indirectly, by the Company, and (ii) the jurisdiction of incorporation or organization. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements, or agreements of any character calling for it to issue, deliver, or sell, or cause to be issued, paid for and delivered upon due exercise delivered, or sold any of its equity securities or any securities convertible into, exchangeable for, or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary of the WarrantsCompany to grant, will be extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements, or other similar agreements. There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem, or otherwise acquire any of its capital stock or other equity interests. All of the shares of capital stock of each Subsidiary of the Company (A) have been duly authorized and are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable, will be issued in compliance and (B) are owned by the Company free and clear of any Liens, or agreement with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionrespect thereto.

Capitalization; Subsidiaries. The Company has an (a) Section 2.2(a) of the Disclosure Schedules sets forth a true and complete list of (i) the authorized capitalization as set forth in and outstanding Equity Interests of the Registration StatementSellers, the Time of Sale Disclosure Package and the Final Prospectus. All Persons that hold such Equity Interests of the Sellers and (ii) each Subsidiary of the Sellers, together with its jurisdiction of organization and its authorized and outstanding Equity Interests. The Sellers own, directly or indirectly, all right, title and interest in and to the entire issued and outstanding shares Equity Interests of capital stock each of their respective Subsidiaries (other than the Salient JVs) and have good and valid title to such issued and outstanding Equity Interests of each of their Subsidiaries owned by the Sellers, free and clear of all Liens. The Equity Interests of the Company are Sellers and of each Subsidiary of the Sellers have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable, and have been were issued in compliance with all applicable securities lawsLaws and have not been issued and were not issued in violation of any preemptive or other similar right. The Sellers own, directly or indirectly, all right, title and conform interest in and to all material respects to of the description thereof Equity Interests of the Salient JVs held in the Registration Statement, name of Seller or one of its Subsidiaries on the Time books and records of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates Salient JVs. (b) Except as set forth in Section 2.2(b) of which information is provided in the Registration StatementDisclosure Schedules, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into there are no preemptive or granted any convertible or exchangeable securitiesother outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, contracts arrangements or commitments of any kind (absolute, contingent or otherwise), under which the Sellers or any Subsidiary is or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any Equity Interests, or any securities or obligations exercisable or exchangeable for or convertible into any Equity Interests, of the Sellers or their Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth in Section 2.2(b) of the Disclosure Schedules, there are (i) no outstanding or authorized stock appreciation, phantom stock, profit participation or other equity-based compensation or similar rights in existence (other than stock options) with respect to purchase the Sellers or acquire from their Subsidiaries or the Company any shares value or price of the capital stock Equity Interests of the CompanySellers or their Subsidiaries and (ii) no restrictions upon, or voting trusts, proxies or other agreements or understandings of any kind with respect to the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on, the Equity Interests of the Sellers or their Subsidiaries. (c) Section 2.2(c) of the Disclosure Schedules sets forth, as of the date hereof, a true and complete list of each Person that is entitled to receive, by virtue of their ownership (directly or indirectly) of Equity Interests in the Sellers or any of their Subsidiaries that are the general partners of (or act in similar capacity with respect to) the Funds, any “carried interest” or similar performance-based compensation in respect of the Funds. (d) Section 2.2(d) of the Disclosure Schedules sets forth a true and complete list of (i) each Person (other than any Funds or any Subsidiaries) in which the Sellers or any of their Subsidiaries owns, directly or indirectly, any Equity Interests (collectively, the “Salient JVs”), (ii) the authorized Equity Interests and the number of issued and outstanding Equity Interests of each Salient JV and (iii) the ownership percentages of each class of Equity Interests of each Salient JV that are issued and outstanding and the owner of such Equity Interests. The SharesSellers and their Subsidiaries own the outstanding Equity Interests of each Salient JV as set forth on Section 2.2(d) of the Disclosure Schedules, when issued free and paid clear of all Liens except for as provided hereinany Liens arising under applicable securities Laws. All of the Equity Interests of the Salient JVs held by the Sellers or any of their Subsidiaries have been duly authorized, will be duly authorized and validly issued, fully paid and nonassessablenon-assessable, will be and were not issued in compliance with all applicable securities laws, and will be free violation of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar any preemptive rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. The (a) On the date hereof, all of the Company’s capital stock is owned of record and beneficially by H&W Franchise Holdings LLC (“H&W”). On the date hereof, H&W conducts its business through Xponential Fitness LLC and its subsidiaries. Xponential Fitness LLC is a wholly owned subsidiary of Xponential Intermediate Holdings LLC. Following a Qualified IPO, the Company has an will be a holding company and its sole material asset will be a controlling ownership interest in Xponential Fitness LLC through its ownership interest in Xponential Intermediate Holdings LLC. (b) On the date hereof, the authorized capitalization capital stock of H&W is as set forth in the Registration StatementSixth Amended and Restated Limited Liability Company Operating Agreement of H&W, dated August 31, 2020 (as amended by Amendment No. One thereto dated March 24, 2021), in each case as provided to Purchasers prior to the date hereof. On the Closing Date, other than the Preferred Shares, the Time Company will have no other shares of Sale Disclosure Package and preferred stock issued or outstanding. (c) Subject to the Final Prospectus. All accuracy of the issued representations and outstanding shares warranties of capital stock the Purchasers set forth in this Agreement, the Purchasers’ compliance with their respective covenants set forth in this Agreement, and any matters arising from actions taken by or on behalf of any of the Purchasers or their Affiliates, as of the Closing Date, the applicable Preferred Shares will (i) be duly authorized by all necessary corporate action on the part of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will (ii) be issued in compliance with all applicable federal and state securities lawsLaws, (iii) not be subject to any preemptive or similar right, purchase or call option or right of first refusal or similar right, and will (iv) be free and clear of preemptive, registration or similar rights and will conform to the description of the capital stock all Liens. (d) Except as indicated on Schedule 2.5 of the Company contained in the Registration StatementDisclosure Letter, the Time all equity securities of Sale Disclosure Package each Subsidiary of any Company Group Member are owned by a Company Group Member, free and the Final Prospectusclear of all Liens other than Permitted Liens. The Warrant Shares, when issued, paid for and delivered upon due exercise Except as set forth on Schedule 2.5 of the WarrantsCompany Disclosure Letter, will be duly authorized there are no outstanding debt securities of any Subsidiaries of a Company Group Member and validly issuedno outstanding obligations of the Subsidiaries of a Company Group Member convertible into or exchangeable for, fully paid or warrants, options or other rights (other than stock options granted to employees or directors and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration director’s qualifying shares or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects nominal share to the descriptions thereof set forth in extent required under applicable legal requirements) for the Registration Statementpurchase or acquisition from the any of such Subsidiaries, the Time or other obligations of Sale Disclosure Package and the Final Prospectus. The Company has no “any such Subsidiary to issue, directly or indirectly, any shares of equity securities of any such Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 200 shares of Company Common Stock, of which 200 shares are issued and outstanding. Schedule 3.4(a) sets forth a complete and correct list of the record and beneficial ownership of the issued and outstanding shares of Company Common Stock. All of the issued and outstanding shares of Company Common Stock were duly authorized and validly issued and are fully paid and nonassessable, and were not issued in violation of any preemptive rights or federal or state securities laws. Except as disclosed in Schedule 3.4(a) hereto, the Company has an authorized capitalization never repurchased or redeemed any shares of its capital stock, and there are no amounts owed or which may be owed to any person by the Company as a result of any repurchase or redemption of shares of its capital stock. Except as disclosed in Schedule 3.4(a) hereto, there are no agreements, arrangements or understandings to which the Company is a 7 12 party or by which it is bound to redeem or repurchase any shares of its capital stock. There are no outstanding options, warrants or other rights to purchase, or any securities convertible into or exchangeable for ("Convertible Securities"), Convertible Securities or shares of the capital stock of the Company, and there are no agreements, arrangements or understandings to which the Company is a party or by which it is bound pursuant to which the Company is or may be required to issue additional shares of its capital stock. (b) Except as set forth in the Registration StatementSchedule 3.4(b), the Time Company does not own, directly or indirectly, any equity securities, or options, warrants or other rights to acquire equity securities, or securities convertible into or exchangeable for equity securities, of Sale Disclosure Package any other corporation, limited liability company or similar entity (whether domestic or foreign), or any partnership or other equity interest in any general or limited partnership or unincorporated joint venture (each of such corporations, limited liability companies, similar entities, partnerships or unincorporated entities in which the Company has any direct or indirect interest, individually, a "Subsidiary" and collectively, "Subsidiaries"). The authorized and outstanding capital stock or other equity interests of each Subsidiary consists of the Final Prospectusclasses and numbers of shares of capital stock or percentage of such equity interests set forth in Schedule 3.4(b). Schedule 3.4(b) sets forth a complete and correct list of the record and beneficial ownership of the issued and outstanding shares of each class of capital stock or equity interest of each Subsidiary. All of the issued and outstanding shares of capital stock or other equity interests of the Company are each Subsidiary were duly authorized and validly issued, issued and are fully paid and nonassessable, and have been were not issued in compliance with all applicable violation of any preemptive rights or federal, state or foreign securities laws. Except as disclosed in Schedule 3.4(a) hereto, no Subsidiary has ever repurchased or redeemed any shares of its capital stock or equity interests, and conform in all material respects there are no amounts owed or which may be owed to the description thereof in the Registration Statement, the Time any person by any Subsidiary as a result of Sale Disclosure Package and the Final Prospectusany repurchase or redemption of shares of its capital stock or other equity interests. Except for the issuances as disclosed in Schedule 3.4(a) hereto, there are no agreements, arrangements or understandings to which any Subsidiary is a party or by which it is bound to redeem or repurchase any shares of options its capital stock or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, other equity interests. There are no outstanding options, warrants, agreements, contracts warrants or other rights in existence to purchase purchase, or acquire from the Company any securities convertible into or exchangeable for ("Convertible Securities"), Convertible Securities or shares of the capital stock or other equity interests of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities lawsany Subsidiary, and will there are no agreements, arrangements or understandings to which any Subsidiary is a party or by which it is bound pursuant to which the such Subsidiary is or may be free required to issue additional shares of preemptive, registration or similar rights and will conform to the description of the its capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionstock.

Capitalization; Subsidiaries. (a) The entire authorized capital stock of Company has an authorized capitalization as set forth in consists of (i) 500 shares of voting common stock, $50 par value per share, of which 80.85 are issued and outstanding, and (ii) 500 shares of non-voting common stock, $50 par value per share, of which 80.85 are issued and outstanding. (b) Shareholder is the Registration Statementsole legal and beneficial owner of all of the Shares, the Time free and clear of Sale Disclosure Package all Liens, options, and rights of other parties, and is not subject to any voting trusts, proxies, stockholder or similar agreements (collectively, “Share Encumbrances”). Except for this Agreement and the Final Prospectustransactions contemplated hereby, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings of any character to which Shareholder is a party or by which Shareholder’s assets are bound and relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any Shares or other securities of Company. Shareholder has the full and unrestricted right, power and authority to sell and transfer the Shares to Buyer. Upon delivery of the Shares to Buyer at the Closing, Buyer will acquire sole legal and beneficial ownership of such Shares, free and clear of any Share Encumbrance. (c) All of the Shares have been validly authorized and duly issued and outstanding shares of capital stock of the Company are duly authorized and validly issuedoutstanding, fully fully-paid and nonassessablenon-assessable, and have been were not issued in compliance with all applicable securities lawsviolation of any Applicable Laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusor any preemptive or similar rights. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, There are no outstanding: (i) options, warrants, agreements, contracts rights of first refusal or other rights in existence to purchase from Company or acquire from the Shareholder any Shares or other securities of Company (including any shares currently held as treasury shares); (ii) securities convertible into or exchangeable for Shares or other securities of Company (including any shares currently held as treasury shares by Company); (iii) Contracts or commitments of any kind for the capital stock issuance of additional shares, options, warrants or other securities of Company or which are intended to track or otherwise reflect the economic performance or change in value of Company. The Shares; or (iv) Contracts, when issued and paid for as provided hereinrights or options pursuant to which Company is or may become required or has or may have the right to redeem, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable purchase or otherwise reacquire any Shares or other securities lawsof Company, and will be free there are no preemptive rights with respect to any Shares or other securities of preemptiveCompany. (d) Company owns no shares, registration equity or similar rights and will conform to the description of the capital stock of the Company contained debt securities or other proprietary or ownership interests, directly or indirectly, in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusany other Person. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as Contract to issue or acquire any shares, securities or proprietary or ownership interests in any other Person, including any options, warrants, rights of first refusal or other rights to purchase, acquire or subscribe for any such term is defined in Rule 1-02(x) of Regulation S-X of the Commissioninterests.

Capitalization; Subsidiaries. (a) The Company has an Company’s authorized capitalization capital stock consists solely of 220,000,000 authorized shares of Class A Common Stock, 20,837,781 of which are presently issued and outstanding; 220,000,000 authorized shares of Class B Common Stock, none of which are presently issued and outstanding; and 20,000,000 shares of Preferred Stock, 16,789,417 of which have been designated as Series A Preferred Stock and are presently issued and outstanding, in each case, which shares are held beneficially and of record by the Persons set forth on Schedule 3.5(a) in the amounts set forth opposite such Person’s name. No shares of the Company’s capital stock are held as treasury shares. Up to 4,846,243 shares of Class A Common Stock are reserved for issuance upon exercise of all outstanding Options under the Option Plan and the Warrant. Except as set forth in the Registration Statementthis Section 3.5(a) or in Schedule 3.5(a), the Time Company does not have (i) any shares of Sale Disclosure Package and Common Stock or Preferred Stock reserved for issuance, or (ii) any outstanding or authorized option, warrant or other right, relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. Except as set forth in this Section 3.5(a), Schedule 3.5(a) or in this Agreement, there are no (i) outstanding obligations of the Final ProspectusCompany or any of the Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or (ii) voting trusts, proxies or other agreements among the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable. Except as set forth on Schedule 3.5(a), there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. (b) All Subsidiaries of the Company are listed on Schedule 3.5(b). All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record by the Company, directly or indirectly, is validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer, Taxes or Liens. There are no (i) authorized or outstanding securities of the Company or any of the Subsidiaries convertible into or exchangeable for, or options or warrants or the right to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any other securities of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries’ stockholders with respect to the voting or transfer of the Subsidiaries’ capital stock, or (iii) outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary. All of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (c) Except for the Subsidiaries listed on Schedule 3.5(b), the Company does not control or have any equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity. All of the issued and outstanding equity securities of the Company have been offered, issued and sold by the Company in compliance with all applicable federal and state securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company has an authorized capitalization as set forth in the Registration Statementconsists of one thousand (1,000) shares of common stock, the Time par value $0.01 per share, all of Sale Disclosure Package which are issued and the Final Prospectusoutstanding and fully paid and nonassessable. All of the issued and outstanding shares of capital stock of the Company are, and at the Closing will be, owned beneficially and of record by Seller, free and clear of all Liens other than Liens under the Securities Act and applicable state securities Laws and Permitted Liens, other than for Liens pursuant to Credit Facility that shall be discharged at or prior to Closing. (b) Schedule 3.04(b) sets forth the name of each Company Subsidiary, the number and class of all authorized, issued and outstanding shares of capital stock and other equity interests of each Company Subsidiary and the owner(s) of record of such outstanding capital stock and other equity interests. All of the outstanding equity interests in each Company Subsidiary are owned beneficially and of record, directly by the Company or another Company Subsidiary wholly owned by the Company, free and clear of all Liens other than Liens under the Securities Act and applicable state securities Laws and Permitted Liens, other than for Liens pursuant to the Credit Facility that shall be discharged at or prior to Closing. All such equity interests are duly authorized and authorized, validly issued, fully paid and nonassessable, non-assessable and have been issued in compliance with all applicable securities laws, and conform in all material respects not subject to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. any contractual or statutory preemptive or similar rights or any agreements to issue any preemptive rights. (c) Except for the issuances contemplated 2013 Equity Incentive Plan (as to be adopted in accordance herewith), there are (x) no other shares of options capital stock or restricted stock in the ordinary course other equity interests or voting securities of businessany Target Company, since the respective dates as (y) no securities of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the any Target Company has not entered convertible into or granted exchangeable for shares of capital stock, other equity interests or voting securities of any convertible Target Company and (z) no outstanding or exchangeable securities, authorized options, warrants, agreementspurchase rights, subscription rights, rights of first refusal, preemptive rights, conversion rights, exchange rights or other contracts or commitments that could require any Target Company to issue, sell, or otherwise cause to become outstanding any of its capital stock or equity interests. No Target Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights in existence with respect to purchase any Target Company or any repurchase, redemption or other obligation to acquire from the Company for value any shares of the any class of capital stock or equity interests of the any Target Company. The SharesNo employee of any Target Company holds any capital stock, when issued and paid for as provided hereinmembership interests, will be duly authorized and validly issuedoptions, fully paid and nonassessablephantom stock, will be issued in compliance with all applicable securities lawsprofit participation, and will be free of preemptive, registration equity interests or similar rights and will conform with respect to the description Guarantor or any of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionits Affiliates.

Capitalization; Subsidiaries. (a) The Company has an US Target Company’s authorized capitalization as set forth in the Registration Statementcapital stock consists of 100 shares of common stock, the Time par value $0.01 per share, all of Sale Disclosure Package and the Final Prospectus. All of the which are issued and outstanding shares and constitute the Target Equity. The Target Equity (i) is owned of capital stock record and beneficially by Seller free and clear of the Company are any Liens, (ii) is duly authorized and authorized, validly issued, fully fully-paid and nonassessablenon-assessable, and have been (iii) was issued in compliance with all applicable state and federal securities laws, Laws or exempt therefrom and conform not in all material respects to the description thereof in the Registration Statement, the Time violation of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration preemption or similar rights. There is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, transfer or redemption by any Target Company of any Equity Interests of the Target Companies. (b) Except as set forth on Schedule 3.2(b), there are no (i) outstanding securities convertible into, exchangeable for or carrying the right to acquire Equity Interests of the Target Companies or subscriptions, warrants, options, rights or other arrangements or commitments obligating the Target Companies to issue or dispose of any of their Equity Interests or any ownership interest therein, (ii) stock appreciation, phantom stock, profit participation or similar rights with respect to the Target Companies, (iii) voting trusts, proxies or other agreements among the Target Companies’ equityholders with respect to the voting or transfer of the Target Companies’ Equity Interests or (iv) Equity Interests of the Target Companies held as treasury shares. (c) The Warrant Shares have been reserved for issuanceEquity interests of the Israeli Target Company consists of (i) 1,890,502 ordinary shares, par value NIS 0.01 per share, (ii) 23,960 Preferred A Shares, par value NIS 0.01 per share, and (iii) 2,059,227 Preferred B Shares, par value NIS 0.01 per share, all of which are issued and outstanding and held beneficially and of record by the US Target Company. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The US Target Company has no “Subsidiary” as such term is defined in Rule 1-02(xSubsidiaries other than the Israeli Target Company. There are no (i) outstanding securities convertible into, exchangeable for or carrying the right to acquire Equity Interests of Regulation S-X any of the CommissionIsraeli Target Company or subscriptions, warrants, options, rights or other arrangements or commitments obligating the Israeli Target Company to issue or dispose of any of its Equity Interests or any ownership interest therein, (ii) stock appreciation, phantom stock, profit participation or similar rights with respect to Israeli Target Company, (iii) voting trusts, proxies or other agreements among the Israeli Target Company’s equityholders with respect to the voting or transfer of Equity Interests of the Israeli Target Company or (iv) Equity Interests of the Israeli Target Company held as treasury shares.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set (a) Section 3.5(a)(i) of the Disclosure Schedule sets forth in a complete list of all beneficial and record owners of the Registration Statement, the Time issued and outstanding Equity Securities of Sale Disclosure Package and the Final ProspectusXxxxxxxx. All of the issued and outstanding Equity Securities of the Acquired Subsidiaries, PEC and Export are owned by Xxxxxxxx. All of the issued and outstanding Equity Securities of Xxxxxxxx, PEC, Export and the Acquired Subsidiaries have been duly authorized, validly issued, fully paid, and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Other than as set forth in Section 3.5(a)(ii) of the Disclosure Schedule, there are no currently outstanding or authorized options, phantom stock or interests (including, but not limited to, the Rights Units), warrants, rights, contracts, rights of first refusal or first offer, calls, puts, rights to subscribe, conversion rights, or other agreements or commitments to which Xxxxxxxx, Export, PEC or any of the Acquired Subsidiaries is a party or which are binding upon Xxxxxxxx, Export, PEC or any of the Acquired Subsidiaries providing for the issuance, disposition, or acquisition of any Equity Securities of Xxxxxxxx, PEC, Export or any of the Acquired Subsidiaries. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to Xxxxxxxx, Export, PEC or any of the Acquired Subsidiaries, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer of any shares of capital stock or other Equity Securities of Xxxxxxxx, PEC, Export or any of the Company Acquired Subsidiaries. There are duly authorized and validly issuedno voting trusts, fully paid and nonassessableproxies, or any other agreements, restrictions or understandings with respect to the voting of any of the capital stock or other Equity Securities of Xxxxxxxx, PEC, Export or any of the Acquired Subsidiaries. None of Xxxxxxxx, PEC, Export or any of the Acquired Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of Xxxxxxxx. The Rights Units only provide the holders thereof with a contractual right to receive consideration upon certain events, and have been issued do not constitute an equity or membership interest in compliance with all applicable securities lawsXxxxxxxx. (b) Except for Xxxxxxxx’x ownership of the Acquired Subsidiaries, PEC and Export, none of Xxxxxxxx, PEC, Export or any of the Acquired Subsidiaries owns or holds the right to acquire any Equity Securities in any Person. Xxxxxxxx does not have, and conform in all material respects to has never had, any employees, assets (including, but not limited to, cash, Current Assets and Intellectual Property), Permits, Liabilities or Indebtedness other than indirectly through its ownership of the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusAcquired Subsidiaries. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares assets held by PEC set forth on Section 3.5(b)(ii) of the capital stock Disclosure Schedule (the “Transferred Assets”), neither PEC nor Export has, or has ever had, any assets. Neither PEC nor Export have, or have ever had, any employees, Permits, Liabilities or Indebtedness. The operation of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to Business is conducted solely through the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the CommissionAcquired Subsidiaries.

Capitalization; Subsidiaries. The (a) All of the issued and outstanding Equity Securities of the Company has an authorized capitalization are owned beneficially and of record as set forth in Section 3.5(a)(i) of the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusSchedule. All of the issued and outstanding Equity Securities of the Subsidiaries are owned beneficially and of record by the Company. All of the issued and outstanding Equity Securities of each member of the Company Group have been duly authorized, validly issued, fully paid, and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights. Other than as set forth in Section 3.5(a)(ii) of the Disclosure Schedule, there are no currently outstanding or authorized options, phantom stock or interests, warrants, rights, contracts, rights of first refusal or first offer, calls, puts, rights to subscribe, conversion rights, or other agreements or commitments to which any member of the Company Group is a party or which are binding upon any member of the Company Group providing for the issuance, disposition, or acquisition of any Equity Securities of any member of the Company Group. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to any member of the Company Group, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer of any shares of capital stock or other Equity Securities of any member of the Company Group. There are duly authorized and validly issuedno voting trusts, fully paid and nonassessableproxies, and have been issued in compliance or any other agreements, restrictions or understandings with all applicable securities laws, and conform in all material respects respect to the description thereof in the Registration Statement, the Time voting of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock or other Equity Securities of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock any member of the Company contained in Group. No member of the Registration StatementCompany Group is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of such Company Group member. (b) Except for the Company’s ownership of the Equity Securities of the subsidiaries of the Company listed on Section 3.5(b) of the Disclosure Schedule (collectively, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares“Subsidiaries”), when issued, paid for and delivered upon due exercise no member of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued Company Group owns or holds the right to acquire any Equity Securities in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionany Person.

Capitalization; Subsidiaries. The (a) As of the date hereof, there are outstanding (a) 1,487,088 Shares and (b) Options to purchase 238,607 Shares and the Company and each Company Subsidiary has an authorized the capitalization as and record holders set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectuson Schedule 3.3(a). All of the issued and outstanding shares of capital stock stock, membership interests or other equity interests of the Company are and each Company Subsidiary, as applicable, have been duly authorized and validly issued, issued and are fully paid and nonassessablenon-assessable, and have been were not issued in compliance violation of any preemptive rights or subscription rights or rights of first refusal. (b) Except as set forth on Schedule 3.3(b) and in respect of the Options, neither the Company nor any Company Subsidiary is a party to any outstanding option, warrant, call, put or subscription agreement or contractual rights that provide for the issuance, sale, voting, redemption, purchase or transfer of any shares of capital stock or other equity securities, of the Company or any Company Subsidiary, or of any securities convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other equity securities of the Company or any Company Subsidiary or stock appreciation or similar rights. Schedule 3.3(b) sets forth, with all applicable securities laws, and conform in all material respects respect to each outstanding Option as of the description thereof in the Registration Statementdate hereof, the Time total number and class of Sale Disclosure Package shares subject to such Option, the exercise price of such Option, the record holder of such Option and the Final Prospectuswhether such Option is a non-qualified option or incentive option. Except for as provided in this Agreement, the issuances Stockholders Agreement and as set forth on Schedule 3.3(b), there are no agreements or other obligations of options any kind of or restricted stock in granted by the ordinary course of business, since the respective dates as Company or any Company Subsidiary of which information is provided in the Registration StatementCompany has Knowledge (contingent or otherwise), relating to any ownership interest of the Time Company or any Company Subsidiary, any securities convertible or exchangeable into capital stock or other equity security of Sale Disclosure Package and the Final ProspectusCompany or any Company Subsidiary, or which require the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or any other equity security in, the Company has not entered into or granted any convertible Company Subsidiary or exchangeable securities, options, warrants, agreements, contracts to repurchase or other rights in existence to purchase or otherwise acquire from the Company any shares of the Company’s or any Company Subsidiary’s capital stock or other equity securities, including any voting trusts, stockholder agreements, registration rights agreements, proxies or agreements or understandings with respect to the voting or transfer of any of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free shares of preemptive, registration or similar rights and will conform to the description of the capital stock or other equity securities of the Company contained or any Company Subsidiary. (c) Other than the direct or indirect ownership of each Company Subsidiary, neither the Company nor any Company Subsidiary owns or holds any stock, partnership or joint venture interests or other equity ownership interests in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionany other Person.

Capitalization; Subsidiaries. (a) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package capital stock and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company RDI are duly authorized set forth in Section 3.02 of RDI Disclosure Schedule. All the issued and outstanding shares of capital stock of RDI are validly issued, fully paid and nonassessablenonassessable and free of preemptive rights. Except as set forth in Section 3.02 of the RDI Disclosure Schedule, there are not now, and have been at the Closing Date there will not be: (i) any shares of capital stock (or securities substantially equivalent to capital stock) of RDI issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into outstanding or granted any convertible or exchangeable securitiessubscriptions, options, warrants, agreementscalls, contracts rights, convertible securities or other rights agreements or commitments of any character obligating the RDI to issue, transfer or sell any of its securities, (ii) any outstanding obligations of RDI or any Subsidiary to issue or deliver or to repurchase, redeem or otherwise acquire any securities of RDI, or (iii) except for customary transfer restrictions contained in existence to purchase or acquire from agreements entered into by the Company in order to sell restricted securities, any agreement or understanding that RDI is a party to or bound by granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities or restricting the voting or transfer of any shares of the capital stock of RDI. (b) Section 3.02 of the CompanyRDI Disclosure Schedule sets forth each Subsidiary of REDI, showing the jurisdiction of its incorporation or organization and showing the percentage of each person's ownership of the outstanding stock or other interests of such Subsidiary. The Shares, when issued and paid for as provided herein, will be All of the outstanding shares of capital stock of each Subsidiary of RDI have been duly authorized and validly issued, and are fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of . There are no outstanding preemptive, registration conversion or similar other rights, options, warrants or agreements granted or issued by or binding upon any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or any other securities convertible into, exchangeable for or evidencing the rights and will conform to the description subscribe for any shares of such capital stock. Neither RDI nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Subsidiary or any convertible securities, rights, warrants or options of the Company contained type described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise preceding sentence except as set forth on Section 3.02 of the WarrantsRDI Disclosure Schedule. Neither RDI nor any Subsidiary is party to, will be duly authorized and validly issuednor has any knowledge of, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free any agreement restricting the voting or transfer of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X any shares of the Commissioncapital stock of any Subsidiary.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set (a) Schedule 4.3(a) sets forth in the Registration Statement, the Time a true and complete statement of Sale Disclosure Package and the Final Prospectus. All all of the issued and outstanding shares equity securities of capital stock each of the Company are Acquired Companies and in each case, the holders thereof, which represents the only issued and outstanding equity securities of any of the Acquired Companies. The Redmas Ventures Shares and the MediaDonuts Shares, together with the outstanding equity securities of the other Acquired Companies, have been duly authorized and are validly issued, fully paid and nonassessable, nonassessable (if applicable) and have been were issued in compliance with all applicable state, regional or foreign securities lawsLaws and any preemptive rights, and conform in all material respects to the description thereof in the Registration Statementrights of first refusal or contractual rights of any Person. (b) There are no issued or authorized options, the Time warrants, purchase rights, calls, claims of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of businessany character, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, optionssubscription rights, warrantsconversion rights, agreementsexchange rights, or other contracts or other commitments that could require any of the Acquired Companies to issue, transfer, redeem, repurchase, sell or otherwise cause to become issued any of its equity securities. There are no issued or authorized stock appreciation, phantom stock, profit participation or similar rights in existence with respect to purchase the Acquired Companies. (c) There is no obligation, contingent or otherwise, of any Acquired Company to repurchase, redeem or otherwise acquire from the Company any shares share of the capital stock or other equity interests of any Acquired Company or provide fund to, or make any investment in (in the Company. The Sharesform of a loan, when issued and paid for as provided hereincapital contribution or otherwise), will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance or provide any guarantee with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform respect to the description obligations of any other Person. There are no bond, debentures, notes or other indebtedness of any Acquired Company having the capital stock right to vote or consent (on convertible into or exchangeable for securities of any Acquired Company having the right to vote or consent (or convertible into or exchangeable for securities of an Acquired Company contained in having the Registration Statement, right to vote or consent) on any matters on which the Time equityholders of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The any Acquired Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionmay vote.

Capitalization; Subsidiaries. (a) The only equity interests of the Company has an that are issued, reserved for issuance or outstanding are the Purchased Interests held by Seller (all of which are uncertificated). The Purchased Interests have been duly authorized capitalization and (as set forth applicable) validly issued and, other than this Agreement, are not subject to (other than, in the Registration Statementcase of the following, applicable securities laws) or issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the Time organizational and governance documents of Sale Disclosure Package the Company or any contract to which the Company or any of its Subsidiaries is a party or is otherwise bound. (b) Schedule 3.7 sets forth a true and correct list of all of the Company’s Subsidiaries, listing for each Subsidiary (as of the date hereof) the class and amount of authorized and outstanding equity interests of each of the Company's Subsidiaries and the Final Prospectusrecord owners thereof, in each case, with respect to any equity interests owned by the Company or any of its Subsidiaries and, to the Knowledge of the Company, any other Person. All of the issued and outstanding shares equity interests of capital stock each Subsidiary of the Company that are held by the Company or any of its Subsidiaries are duly authorized and validly issued and not subject to or issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the organizational and governance documents of any such Subsidiary or any contract to which the Company or any of its Subsidiaries is a party or is otherwise bound. Except as set forth on Schedule 3.7, there are no equity securities of the Subsidiaries of the Company issued, fully paid and nonassessablereserved for issuance, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusor outstanding. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusset forth on Schedule 3.7, the Company or one of its Subsidiaries has good and valid title to all the equity interests of the Subsidiaries of the Company owned by any of the Company or any of the Subsidiaries of the Company, free and clear of all Liens (other than Permitted Liens described in clauses (v), (vi), (vii) and/or (xiii) of the definition of Permitted Liens), and is the record owner thereof. (c) There are not entered into any bonds, debentures, notes or granted other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of the Company or any of its Subsidiaries may vote ("Voting Company Debt"). Except as set forth in Schedule 3.7, there are not any options, warrants, rights, convertible or exchangeable securities, optionsphantom stock rights, warrantsstock appreciation rights, agreementsstock-based performance units or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any such Subsidiary to issue, contracts deliver or other rights in existence sell, or cause to purchase be issued, delivered or acquire sold, additional equity interests of the Company or any such Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or any such Subsidiary, or any Voting Company Debt, (ii) obligating the Company or any such Subsidiary to issue, grant, extend or enter into any such option, warrant, right, security, unit or contract or (iii) that give any Person the right to receive any economic benefit or right from the Company or any shares such Subsidiary similar to or derived from the economic benefits and rights accruing to holders of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock equity interests of the Company contained or any of its Subsidiaries. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of the Company or any of its Subsidiaries. (d) Except for its interests in the Registration Statementits Subsidiaries listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant SharesCompany does not own, when issueddirectly or indirectly, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued any equity interest in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionany other Person.

Capitalization; Subsidiaries. (a) The issued and outstanding Units constitute all of the issued and outstanding equity interests of the Company. All of the Units were duly authorized and validly issued and are free of preemptive and similar rights. No Units were issued in violation of any applicable Laws in all material respects, any Contract to which the Company has an authorized capitalization is a party or bound by, or any preemptive or similar rights of any Person. Section 3.2(a) of the Disclosure Letter sets forth a list of each Unitholder, along with the number and class of Units owned by each Unitholder as of the date hereof. The number of issued and outstanding Units of the Company as of immediately prior to the Effective Time will be as set forth in Section 3.2(a) of the Disclosure Letter, subject to such changes therein as will occur as a result of the Pre-Closing Blocker Reorganization and the Redemption. 88758860_15 (b) Except as set forth in the Registration StatementCompany’s or its Subsidiaries’ respective Organizational Documents or as set forth in Section 3.2(a) of the Disclosure Letter, there are no (i) outstanding securities of the Company or its Subsidiaries convertible into or exchangeable for one or more units of equity or voting interests in, the Time Company or its Subsidiaries, (ii) options, warrants or other rights or securities issued or granted by either the Company or its Subsidiaries relating to or based on the value of Sale the equity securities of the Company or its Subsidiaries, (iii) Contracts that are binding on the Company or its Subsidiaries that obligate the Company or any of its Subsidiaries to issue, acquire or sell, redeem, exchange or convert any equity interests in the Company or its Subsidiaries, or (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 the Company or its Subsidiaries that are linked to the value of the Units, and all such interests shall, from and after the Merger, represent solely the right to receive consideration in accordance with this Agreement. Except with respect to the Pre-Closing Blocker Restructuring, there are no outstanding contractual obligations of the Company or either of its Subsidiaries to repurchase, redeem, exchange, convert or otherwise acquire or sell any membership interests of the Company or its Subsidiaries. (c) Section 3.2(c) of the Disclosure Package Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof, together with its jurisdiction of organization or formation and the Final Prospectusholders of ownership interests in such Subsidiary. All Except as set forth in Section 3.2(c) of the Disclosure Letter, the Company or one or more of its Subsidiaries owns, directly or indirectly, all of the issued and outstanding shares equity interests of capital stock each of the Company are Company’s Subsidiaries, free and clear of any Liens except for transfer and other restrictions under applicable federal and state securities Laws or Permitted Liens, and all of such outstanding equity securities have been duly authorized and validly issued, fully paid issued and nonassessable, are free of preemptive and have been issued in compliance similar rights. Other than with all applicable securities laws, and conform in all material respects respect to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusSubsidiaries, the Company has and its Subsidiaries do not entered into or granted own any convertible or exchangeable securities, options, warrants, agreements, contracts equity interest or other rights voting security in existence to purchase or acquire from the Company any shares of the capital stock of the CompanyPerson. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform After giving effect to the description of the capital stock Redemption, Cheese Grits will not be a Subsidiary of the Company contained in the Registration Statement, the Time for purposes of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof this Agreement. (d) Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(xSection 3.2(d) of Regulation S-X the Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or that provides registration rights in respect of, any membership interests or other voting securities or equity interests of the CommissionCompany or any of its Subsidiaries.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 3,000 Shares, of which 2,259 Shares are duly authorized, issued and outstanding, fully paid, nonassessable and were not issued in violation of preemptive rights. (b) Section 3.02(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of each Subsidiary of the Company. Section 3.02(b) of the Company Disclosure Schedule also sets forth a true, correct and complete list of each Person in whom the Company directly or indirectly owns any capital stock, membership interest, partnership interest, joint venture interest or other equity interest (such stock or interests, the “Equity Interests“). The Company has an authorized capitalization as set or a wholly-owned Subsidiary of the Company is the record, legal and beneficial owner of all the outstanding shares of capital stock and all other securities issued by each Subsidiary of the Company, and all of the Equity Interests, free and clear of any Liens (other than those Liens created by this Agreement and those Liens created by Purchaser or any of its Subsidiaries or pursuant to applicable securities law restrictions). Section 3.02(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of each Person who is a member of the board of directors of the Company or any of its Subsidiaries. (c) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in the Registration StatementCompany or any of its Subsidiaries, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Time Company or any of Sale Disclosure Package and the Final Prospectus. All its Subsidiaries, or obligations of the issued Company or any of its Subsidiaries to issue, sell, register or transfer, any capital stock, voting securities or other ownership interests (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests) in the Company or any of its Subsidiaries, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company or any of its Subsidiaries or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any securities of the Company or any of its Subsidiaries. In addition, (i) there are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding securities of the Company or any of its Subsidiaries and outstanding shares (ii) there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or transfer of capital stock of the Company are duly authorized or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any obligation or commitment to provide financing to or make any debt or equity investment in, guarantee the indebtedness of, or provide collateral for, any Person, other than wholly-owned Subsidiaries of the Company and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects except for loans made by the Company or its Subsidiaries to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock unaffiliated Persons in the ordinary course of business, since the respective dates as business not in excess of which information is provided $1,000,000 in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionaggregate.

Capitalization; Subsidiaries. The (a) Section 4.3(a) of the Company has an Disclosure Schedule sets forth as of the date hereof, (i) the number of shares of authorized capitalization as set forth in capital stock of the Registration StatementCompany and of each class of the Company’s capital stock; (ii) the number of issued and outstanding shares of each class of the Company’s capital stock, the Time names of Sale Disclosure Package the record holders thereof, and the Final Prospectusnumber of shares held by each such holder; and (iii) the number of shares of the Company’s capital stock held in treasury. There are no outstanding or authorized 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. (b) All of the issued and outstanding shares of capital stock of the Company Common Stock have been duly authorized, are duly authorized and validly issued, fully paid and nonassessablepaid, and non-assessable, have not been issued in violation of, and are not subject to, any preemptive or subscription rights and are owned of record and beneficially by the Sellers free and clear of all Liens. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company’s capital stock. Upon transfer of the F&H Membership Interests to Purchaser in accordance with the terms of Article I, Purchaser will receive valid title to the F&H Membership Interests, free and clear of all Liens. (c) All of the issued and outstanding shares of the Common Stock were issued in compliance with all applicable securities lawsLaws, and conform in all material respects to respects. None of the description thereof in the Registration Statement, the Time of Sale Disclosure Package issued and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any outstanding shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be Common Stock was issued in compliance with all applicable securities lawsviolation, and will be free in any material respect, of preemptiveany Contract to which the Sellers or the Company is a party or is subject to or in violation, registration in any material respect, of any preemptive or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. any Person. (d) The Company has no “Subsidiary” subsidiaries. (e) Except as such term is defined set forth in Rule 1-02(xSection 4.3(e) of Regulation S-X the Company Disclosure Schedule, neither the Sellers nor the Company is a party or subject to any stockholder agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with the issued and outstanding shares of the CommissionCommon Stock. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company has an authorized capitalization as set consists of 3,000,000 shares of Common Stock, par value $0.01 per share, of which 1,663,554 shares are issued and outstanding. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Section 2.2(a) of the Disclosure Schedule sets forth in the Registration Statement, the Time name of Sale Disclosure Package each Shareholder and the Final Prospectus. All number of shares of Company Common Stock that such Shareholder owns as of the date hereof. There are no other issued and outstanding shares of Company Common Stock. There are no (1) outstanding securities convertible or exchangeable into shares of capital stock of the Company, or (2) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell any shares of its capital stock or any securities convertible into or exchangeable or exercisable for shares of capital stock. (b) All issued and outstanding shares of Company Common Stock are duly authorized and authorized, validly issued, fully paid and nonassessablenon-assessable and are free of any preemptive rights and put or call rights created by Law, and have been the Charter Documents or any Contract to which the Company is a party or by which it is bound or of which it has knowledge. (c) All outstanding Company Common Stock was issued in compliance with all applicable securities lawsLaws, and conform all shares of Company Common Stock, if any, repurchased by the Company were repurchased in compliance with all material respects applicable securities Laws and all applicable rights of first refusal and other similar rights and limitations. (d) Except as set forth on Section 2.2(d) of the Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings relating to the description thereof in voting, transfer or disposition of any shares of Company Common Stock to which the Registration StatementCompany is a party, and there are no agreements between the Time Company and any securityholder or others, relating to the registration or transfer (including agreements relating to rights of Sale Disclosure Package first refusal, co-sale rights or “drag-along” rights) of any Company Common Stock. As a result of the Merger, Parent will be the sole record and the Final Prospectusbeneficial holder of all issued and outstanding Company Common Stock and all rights to acquire or receive any shares of Company Common Stock, whether or not such shares of Company Common Stock are outstanding. (e) The Company has no outstanding obligations under any stock option plan, program or arrangement, or other plan, program or arrangement providing for equity compensation. Except for as set forth on Section 2.2(e) of the issuances of options Disclosure Schedule, there are no outstanding or restricted authorized stock in appreciation, phantom stock, profit participation or other similar rights with respect to the ordinary course of businessCompany. (f) No bonds, since debentures, notes or other Company Indebtedness (1) having the respective dates as right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (2) the value of which information is provided in any way based upon or derived from capital or voting stock of the Registration StatementCompany, the Time of Sale Disclosure Package and the Final Prospectusare issued or outstanding. (g) Except for PCOA, the Company has not entered into or granted any convertible or exchangeable securitiesno Subsidiaries. Section 2.2(g) of the Disclosure Schedule sets forth, optionswith respect to the Company Subsidiary, warrantsthe jurisdiction in which it is incorporated, agreementsthe jurisdictions, contracts if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other rights equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. The Company Subsidiary is a duly organized and validly existing corporation in existence good standing under the laws of the jurisdiction of its incorporation and is duly qualified or authorized to purchase do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or acquire from the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing has not had and would not reasonably be expected to be materially adverse to the Company any Subsidiary. The Company Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on its business as presently conducted. The outstanding shares of the capital stock or equity interests of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and Company Subsidiary are validly issued, fully paid and nonassessable, will be non-assessable and were not issued in compliance with violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equity interests represented as being owned by the Company are owned by the Company free and clear of any and all applicable securities lawsEncumbrances. No shares of capital stock are held by the Company Subsidiary as treasury stock. There is no existing option, warrant, call, right or Contract to which the Company Subsidiary is a party requiring, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock there are no convertible securities of the Company contained in the Registration StatementSubsidiary outstanding which upon conversion would require, the Time issuance of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise any shares of capital stock or other equity interests of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable Company Subsidiary or other securities laws, and will be free convertible into shares of preemptive, registration capital stock or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to other equity interests of the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusCompany Subsidiary. The Company has no “Subsidiary” does not own or control, and, except as such term is defined in Rule 1-02(xset forth on Section 2.2(g) of Regulation S-X the Disclosure Schedule, has never owned or controlled, directly or indirectly, any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, or have, or ever had, any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of the Commissionor otherwise financially support any corporation, partnership, joint venture or other business association or entity.

Capitalization; Subsidiaries. The Company has an authorized capitalization (a) Section 3.2(a) of the Debtor Disclosure Schedule sets forth the name and jurisdiction of incorporation, organization or formation (as applicable) of each Subsidiary of the Company. Except as set forth in on Section 3.2(a) of the Registration StatementDebtor Disclosure Schedules, the Time Company or one or more of Sale its Subsidiaries, as the case may be, legally and beneficially owns all of the outstanding Interests of each of the Subsidiaries of the Company. Except for the Company’s Subsidiaries and as otherwise set forth on Section 3.2(a) of the Debtor Disclosure Package and Schedules, the Final ProspectusCompany does not own, hold or control any direct or indirect Interests of any corporation, partnership, limited liability company, trust or other Person or business. Except as described on Section 3.2(a) of the Debtor Disclosure Schedules, neither the Company nor any of its Subsidiaries has any Contract to directly or indirectly acquire any direct or indirect Equity Interest in any Person or business. (b) All of the issued and outstanding shares Interests of capital stock each Subsidiary of the Company are have been duly authorized and validly issued, issued and are fully paid and nonassessable, and have been issued in compliance with the Company or one or more of its Subsidiaries has good and marketable title to such Interests, free and clear of all Encumbrances (other than transfer restrictions imposed under applicable securities lawsLaws). There are, and conform in all material respects there will be on the Effective Date, no (i) Contracts relating to the description thereof in the Registration Statementissuance, the Time grant, sale or transfer of Sale Disclosure Package and the Final Prospectus. Except for the issuances any Interests of options or restricted stock in the ordinary course any Subsidiary of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from (ii) Contracts of the Company or any shares Subsidiary of the capital stock Company to repurchase, redeem or otherwise acquire any Interests of any Subsidiary of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock No Subsidiary of the Company contained in the Registration Statement, the Time has granted any registration rights with respect to any of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionits Interests.

Capitalization; Subsidiaries. (a) Schedule 3.2(a) of the Company Disclosure Letter sets forth (i) the authorized capital stock of the Company (the “Company Capital Stock”), (ii) the number and kind of issued and outstanding shares of Company Capital Stock, and (iii) the record and beneficial holder of the outstanding shares of Company Capital Stock. Each Owner is the sole record and beneficial owner of the shares set forth on Schedule 3.2(a) of the Company Disclosure Letter opposite such Owner’s name. (b) Set forth on Schedule 3.2(b) of the Company Disclosure Letter is a complete and correct list of all subsidiaries of the Company and all subsidiaries of such subsidiaries of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”). The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All or a Company Subsidiary directly owns all of the issued and outstanding shares equity of each Company Subsidiary, with such ownership, both record and beneficial, being as listed on Schedule 3.2(b) of the Company Disclosure Letter. (c) Schedule 3.2(c) of the Company Disclosure Letter sets forth (i) the authorized capital stock of each Acquired Foreign Subsidiary (the Company are “Foreign Subsidiaries Capital Stock”), (ii) the number and kind of issued and outstanding shares of Foreign Subsidiaries Capital Stock, and (iii) the record and beneficial holder of the outstanding shares of Foreign Subsidiaries Capital Stock. All of the outstanding Foreign Subsidiaries Capital Stock is duly authorized and authorized, validly issued, fully paid and nonassessablenon-assessable and is not subject to, and have has not been issued in compliance with all violation of, any preemptive or other similar rights. None of the Foreign Subsidiaries Capital Stock was issued in violation of any applicable securities lawsLaw. (d) Except as set forth on Schedule 3.2(d), and conform in all material respects to the description thereof in the Registration Statementthere are no outstanding agreements, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of businesssubscriptions, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securitiescommitments, options, warrants, agreements, contracts calls or other rights in existence to purchase or acquire from an Acquired Foreign Subsidiary, or other obligations or understandings or arrangements of a to issue, at any time, or upon the Company occurrence of any shares event, to any Person any interest in any Foreign Subsidiaries Capital Stock or any other security of the capital stock or rights in an Acquired Foreign Subsidiary, whether or not presently issued or outstanding; and there exists no rights of the Company. The Sharesfirst refusal or any other preemptive right in an Acquired Foreign Subsidiary’s Organizational Documents or any other agreement, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance each case with all applicable securities laws, and will be free respect to any Foreign Subsidiary Capital Stock or any other security of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained interest in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “an Acquired Foreign Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. (a) The Company has an authorized capitalization as number of authorized, issued and outstanding ClinForce Interests are set forth in on Schedule 4.2(a) of the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusSchedules. All of the ClinForce Interests are owned of record and beneficially by US Seller, and will be, as of the Closing, free and clear from Encumbrances and have been issued in compliance in all respects with all applicable securities laws and other Applicable Laws. The ClinForce Interests have been validly issued and are fully paid and nonassessable. The Company has not granted to any Person any preemptive or other similar rights with respect to any of such limited liability company interests and there are no offers, options, warrants, rights, agreements or commitments of any kind (contingent or otherwise) entered into or granted by the Company relating to the issuance, conversion, exchange, registration, voting, sale or transfer of any equity interests or other equity securities of the Company (including the ClinForce Interests) or obligating the Company or any other Person to purchase or redeem any of such equity interests or other equity securities. (b) Schedule 4.2(b) of the Disclosure Schedules sets forth, with respect to Akos, the number of authorized, issued and outstanding shares of capital stock of each class, the Company number of issued shares of capital stock held as treasury shares and the number of shares of capital stock unissued and reserved for any purpose. The Shares constitute the whole of the allotted and issued share capital of Akos. UK Seller is the legal and beneficial owner of the Shares, which are duly authorized and validly issued, fully paid and nonassessable, not subject to calls for further payment and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration StatementClosing will be free from Encumbrances. There are no agreements, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securitiesarrangements, options, warrants, agreementscalls, contracts rights or commitments of any character relating to the issuance, sale, purchase, allotment, transfer or redemption of the Shares or any loan capital of Akos or creation of any Encumbrances over or in respect of the Shares. (c) Schedule 4.2(c) of the Disclosure Schedules sets forth the names of each Subsidiary of the Company and Akos and shows for each 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 membership interests; and (iii) the identity of and number of shares of such capital stock or membership interests owned of record by each holder thereof. Except as set forth on Schedule 4.2(c) of the Disclosure Schedules, none of the Company, Akos or any Subsidiary owns, directly or indirectly, any capital stock or other rights securities of any other corporation, limited liability company, general or limited partnership, firm, association or business organization, entity or enterprise. (d) Each Subsidiary is duly organized, validly existing and in existence good standing in its jurisdiction of organization, with all requisite corporate or limited liability company power to purchase own, lease and operate its Properties and to carry on its business as now being conducted. Each Subsidiary is duly qualified and/or licensed to do business and is in good standing as a foreign corporation or acquire from limited liability company in each jurisdiction in which the nature of its business or ownership or leasing of its Properties makes such qualification or licensing necessary and where the failure to be so qualified or licensed would not reasonably be expected to result in a Material Adverse Effect. (e) None of Seller, the Company or Akos has granted to any shares Person any preemptive or other similar rights with respect to any of the capital stock or limited liability company interests of any such Subsidiary and there are no offers, options, warrants, rights, agreements or commitments of any kind (contingent or otherwise) entered into or granted by Seller, the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration Company or similar rights and will conform Akos relating to the description issuance, conversion, exchange, registration, voting, sale or transfer of the capital stock any equity interests or other equity securities of the Company contained in the Registration Statement, the Time such Subsidiary or obligating such Subsidiary or any other Person to purchase or redeem any of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration such equity interests or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionother equity securities.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in (a) As of the Registration Statementclose of business on September 17, 2021, the Time authorized capital stock of Sale Disclosure Package the Company consists of 250,000,000 shares of Company Common Stock, 102,211,436.62 of which were issued and outstanding and none of which were held by the Final ProspectusCompany as treasury stock. As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. (b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act. (c) As of the date of this Agreement, there are no existing (i) options, warrants, calls, 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 or any of its Subsidiaries to issue, transfer 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, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company are duly authorized and validly issuedor any of its Subsidiaries or any securities representing the right to purchase or otherwise receive capital stock of the Company or any of its Subsidiaries, fully paid and nonassessable(iii) appreciation rights, and have been issued phantom equity or similar rights with respect to, or valued in compliance with all applicable securities laws, and conform whole or in all material respects to the description thereof part in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusreference to, the Company has not entered into or granted any convertible of its Subsidiaries or exchangeable securities, options, warrants, agreements, contracts (iv) voting trusts or other rights in existence similar agreements to purchase or acquire from which the Company any shares is a party with respect to the voting of the capital stock of the Company. (d) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(d) of the Company Disclosure Letter. The SharesExcept as set forth on Section 3.2(d) of the Company Disclosure Letter, when the Company owns, directly or indirectly, all of the issued and paid outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as provided herein, will be applicable) ownership interests are duly authorized and validly issuedissued and are fully paid, fully paid nonassessable and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar preemptive rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) made available to Parent the currently effective corporate or other organizational documents for each of Regulation S-X its Subsidiaries, including the limited liability company agreement and certificate of formation of the CommissionJoint Venture as currently in effect, and neither the Company (if applicable) nor any Subsidiary is in violation of such documents.

Capitalization; Subsidiaries. (a) The entire authorized capital stock of the Company has an authorized capitalization consists of (i) 10,000,000 shares of Preferred Stock, of which 5,125,000 have been designated Series A Preferred Stock and of which no shares are issued and outstanding, and (ii) 10,000,000 shares of Common Stock, of which 1,124,844 shares (all of which are included in the Housecall Stock) are issued and outstanding and 190,602 are reserved for issuance pursuant to outstanding warrants or pursuant to options granted under the Company’s 2002 Stock Incentive Plan (which warrants and options constitute the Options). All of the issued and outstanding shares of Common Stock of the Company have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record and beneficially by the Sellers as set forth on the Capitalization Schedule attached hereto. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any Subsidiary to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any Subsidiary. Notwithstanding anything contained on the Capitalization Schedule, Sellers expressly warrant that the Common Stock and Options now constitute, and will at the Closing constitute, the entire equity interest in the Registration StatementCompany, on a fully diluted basis, such that Purchaser will acquire at the Closing 100% of the equity interest in the Company and such interest will not be subject to dilution by virtue of any act or deed by any Seller or any act or deed by the Company prior to the Closing. (b) Housecall Medical Resources, Inc., a Delaware corporation (“Housecall”), is a Subsidiary of the Company and is owned, beneficially and of record, directly by the Company. 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 Time names of Sale Disclosure Package the holders thereof, and the Final Prospectusnumber 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 are have been duly authorized and are validly issued, fully paid paid, and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for as set forth on the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final ProspectusSubsidiaries Schedule, the Company has not entered into and its Subsidiaries, collectively, hold of record, own beneficially and have good and marketable title to all of the outstanding shares or granted membership interests, as applicable, of each Subsidiary of the Company. As of the Closing, such shares or membership interests, as applicable, shall be free and clear of any convertible or exchangeable securitiesrestrictions on transfer, Liens, security interests, options, warrants, agreementspurchase rights, contracts, commitments, equities, claims, and demands (other than restrictions under the Securities Act and state securities laws). There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or other rights in existence to purchase or acquire from commitments that could require any of the Subsidiaries of the Company to issue, sell or otherwise cause to become outstanding any shares of the such Subsidiary’s own capital stock or membership interests, as applicable. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary of the Company. The SharesThere are no voting trusts, when issued and paid for as provided hereinproxies, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance or other agreements or understandings with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform respect to the description voting of the any capital stock or membership interests, as applicable, of any of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusits Subsidiaries. The Warrant Shares, when issued, paid for and delivered upon due exercise None of the WarrantsCompany and its Subsidiaries controls directly or indirectly or has any direct or indirect equity ownership or participation in any corporation, will be duly authorized and validly issuedpartnership, fully paid and nonassessabletrust, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term other business association that is defined in Rule 1-02(x) of Regulation S-X not a Subsidiary of the CommissionCompany.

Capitalization; Subsidiaries. (a) The Company has authorized capital stock of CRG consists solely of 1,176,470 shares of CRG Common Stock, of which 1,008,633 are outstanding and are validly issued, fully paid, and nonassessable; provided, however, that 2,750 of such shares are unvested shares granted to an authorized capitalization employee that will vest on August 31, 2000. No other shares of CRG Common Stock are issued or outstanding. Other than as set forth on the "Capitalization; Subsidiaries Schedule" attached hereto as Schedule 2.2, (i) there are no outstanding options, warrants, or other rights in or with respect to the Registration Statementunissued shares of CRG Common Stock or any treasury shares of CRG Common Stock, nor any securities convertible into such stock, and (ii) CRG is not obligated to issue any additional shares of CRG Common Stock or any options, warrants, or other rights in or with respect to the Time unissued or any treasury shares of Sale Disclosure Package CRG Common Stock or any other securities convertible into CRG Common Stock. Other than as set forth on Schedule 2.2, there are no obligations (contingent or otherwise) of CRG or the Subsidiaries to repurchase, redeem, or otherwise acquire any shares of CRG Common Stock. Other than as set forth on Schedule 2.2, CRG has not granted, nor is obligated to grant, any stock appreciation rights, phantom stock or similar interests. (b) Schedule 2.2 contains a true, accurate, and complete list of the names of the Shareholders of record and the Final Prospectusnumber and class of shares held of record by each Shareholder as of the date hereof and as of the Closing Date. All of the issued and outstanding shares of CRG Common Stock are owned of record by the Shareholders as set forth in Schedule 2.2. By Closing, all such shares shall be owned by the Shareholders free and clear of any liens, encumbrances, security agreements, claims, equities, charges, restrictions, voting agreements, proxies, options, rights of first refusal, calls, contractual rights or other interests. Other than as set forth on Schedule 2.2, CRG does not have any agreements with any Shareholder in relationship to CRG Common Stock including, without limitation, any buy-sell agreement, shareholder agreement or agreement granting registration rights. (c) Except as set forth on Schedule 2.2 hereof, neither CRG nor the Subsidiaries owns any stock, partnership interest, joint venture interest or other security or interest in any other corporation, organization or entity related to the Business (other than CRG's interest in the Subsidiaries). (d) The authorized capital stock of (collectively, the Company "Subsidiary Common Stock") (i) CRG Financial consists solely of 1,000 shares of common stock, no par value per share, of which 1,000 are duly authorized outstanding and are validly issued, fully paid paid, and nonassessable, (ii) CRG Insurance consists solely of 1,000 shares of common stock, no par value per share, of which 140 are outstanding and are validly issued, fully paid, and nonassessable, (iii) CRG COLI consists solely of 1,000 shares of common stock, no par value per share, of which 100 are outstanding and are validly issued, fully paid, and nonassessable, (iv) ECB Insurance consists solely of 10,000 shares of common stock, no par value per share, of which 1,020 are outstanding and are validly issued, fully paid, and nonassessable, (v) CRG Fiduciary consists solely of 100 shares of common stock, no par value per share, of which 100 are outstanding and are validly issued, fully paid, and nonassessable, and have been issued in compliance with all applicable securities laws(vi) CRG Executive consists solely of 10,000 shares of common stock, no par value per share, of which 10,000 are outstanding and are validly issued, fully paid, and conform in all material respects to the description thereof in the Registration Statementnonassessable. No other shares of Subsidiary Common Stock are issued or outstanding. Other than as set forth on Schedule 2.2, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, there are no outstanding options, warrants, agreements, contracts or other rights in existence or with respect to purchase the unissued or any treasury shares of Subsidiary Common Stock, nor any securities convertible into such stock, and CRG is not obligated to issue any additional shares of Subsidiary Common Stock or any options, warrants, or other rights in or with respect to the unissued or any treasury shares of Subsidiary Common Stock or any other securities convertible into Subsidiary Common Stock. Other than as set forth on Schedule 2.2, there are no obligations (contingent or otherwise) of Subsidiaries or CRG to repurchase, redeem, or otherwise acquire from the Company any shares of the capital stock Subsidiary Common Stock. All issued and outstanding Subsidiary Common Stock is owned of record by CRG free and clear of any liens, encumbrances, security agreements, claims, equities, charges, restrictions, voting agreements, proxies, options, rights of first refusal, calls, contractual rights or other interests. Other than as set forth on Schedule 2.2, none of the Company. The SharesSubsidiaries has granted, when issued and paid for as provided hereinnor is obligated to grant, will be duly authorized and validly issuedany stock appreciation rights, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital phantom stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commission.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company has an consists of 100,000,000 shares of Common Stock, of which 27,163,818 shares are outstanding on the date hereof, and 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding on the date hereof. All issued and outstanding shares of capital stock have been duly authorized capitalization and validly issued and are fully paid and nonassessable and have been issued in compliance with state and federal securities laws. Options, warrants and other securities convertible into shares of Common Stock to purchase 6,838,306 shares of Common Stock are outstanding and all such options, warrants and convertible securities have been duly authorized and validly issued and are fully paid and nonassessable and have been issued in compliance with state and federal securities laws. Except as set forth in the Registration StatementSEC Filings, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments (which, for purposes of this Agreement, shall be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to capital stock or other similar rights) of any character to which the Time Company or any Subsidiary is a party or by which obligates the Company or any Subsidiary to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of Sale Disclosure Package the capital stock of the Company or any Subsidiary or other equity interests in the Company or any Subsidiary, or obligating the Company or any Subsidiary to grant, extend or enter into any such options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments, or any securities convertible into or exchangeable for shares of capital stock or other equity interests of the Company or any Subsidiary, and there are no outstanding contractual obligations of the Final ProspectusCompany or any Subsidiary to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. All Except as set forth in the SEC Filings, there are no statutory or contractual preemptive rights or rights of first offer or refusal or similar rights with respect to any shares of capital stock of the Company or any Subsidiary, and there are no declared and unpaid dividends or distributions on any shares of capital stock of the Company or any Subsidiary. (b) The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary, as more fully described on Exhibit A, free and clear of any taxes, liens, claims and encumbrances, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company are duly authorized taken as a whole. Each Subsidiary has all requisite corporate power and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects authority to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates carry on its business as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of Regulation S-X of the Commissionnow being conducted.

Capitalization; Subsidiaries. The Company has an authorized capitalization as set forth in (a) As of the Registration Statementclose of business on September 30, 2022, the Time authorized capital stock of Sale Disclosure Package the Company consists of (i) 100,000,000 shares of Company Common Stock, 29,922,028 of which were issued and outstanding, none of which were held by the Final ProspectusCompany as treasury stock, and (ii) 100,000,000 shares of preferred stock, zero of which were issued and outstanding. No shares of Company Common Stock are held by Subsidiaries of the Company or the Company JV. (b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act. (c) As of the date hereof, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries or the Company JV is a party obligating the Company or any of its Subsidiaries or the Company JV to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or the Company JV or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries or the Company JV to repurchase, redeem or otherwise acquire any capital stock of the Company are duly authorized and validly issuedor any of its Subsidiaries or the Company JV or any securities representing the right to purchase or otherwise receive capital stock of the Company or any of its Subsidiaries or the Company JV, fully paid and nonassessable(iii) appreciation rights, and have been issued phantom equity or similar rights with respect to, or valued in compliance with all applicable securities laws, and conform whole or in all material respects to the description thereof part in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusreference to, the Company has not entered into or granted any convertible of its Subsidiaries or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares JV or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. (d) Each Subsidiary of the Company on the date hereof and the Company JV is listed on Section 3.2(d) of the Company Disclosure Letter. The SharesExcept as set forth on Section 3.2(d) of the Company Disclosure Letter, when the Company owns, directly or indirectly, all of the issued and paid outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary and the Company JV, free and clear of all Liens except for as provided hereinPermitted Liens, will be and all of such company, partnership or corporate (if applicable) ownership interests are duly authorized and validly issuedissued and are fully paid, fully paid nonassessable and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar preemptive rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) made available to Parent the currently effective corporate or other organizational documents for each of Regulation S-X of its Subsidiaries and the CommissionCompany JV.