Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has goodSchedule 3.2(a) sets forth the authorized, marketable issued and valid title outstanding capital stock of each Company (which for the avoidance of doubt is limited to the Units, free and clear of any LiensShares, and in the case of SMRS, is limited to the sole SMRS Shares, and in the case of Metro Therapy, is limited to the Metro Shares), which are owned beneficially and of record and beneficial owner thereofas set forth on Schedule 3.2(a). Assuming Purchaser has the requisite power and authority to be the lawful owner Except as set forth on Schedule 3.2(a), no other Equity Interests of the UnitsCompanies are authorized, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance issued or outstanding. The Units have been All of the Shares are duly authorized and validly issued and are outstanding as fully paid and non-assessable. The Units have , and were not been issued in violation of, in any material respect of the terms of any agreement or other understanding binding upon the applicable Company (including without limitation any preemptive rights in respect thereof) and are not subject tofree and clear of all Encumbrances (other than restrictions on transfer arising from federal and state securities Laws) and were issued in compliance with all applicable Laws (other than state securities Laws). There are no declared or accrued but unpaid dividends or other distributions with respect to the Shares. There are no (a) outstanding securities convertible or exchangeable into Equity Interests of any Company, any preemptive(b) options, subscriptionwarrants, calls, subscriptions, conversion rights, exchange rights, purchase optionsrights or other rights, rights of first refusal agreements or similar rights under commitments obligating any provision of applicable LawCompany to issue, the Governing Documents of the Company transfer or sell any Contract Equity Interests or (c) voting trusts, proxies or other agreements or understandings to which the any Company is subjectbound with respect to the voting, bound transfer or a party or otherwiseother disposition of its Equity Interests. There are no outstanding bondsor authorized Equity Interest appreciation, debenturesphantom Equity Interest, notes profit participation or other indebtedness of the Company having the right similar rights with respect to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”)Company. There are no outstanding warrantsrestrictions on the transfer of the Shares other than those arising from federal and state securities Laws. The Shares have been issued in transactions exempt from registration under the Securities Act and the rules and regulations promulgated thereunder, optionsand no Company has violated the Securities Act in connection with the issuance of the Shares. (b) No Company owns any direct or indirect Equity Interests in any Person. Except as set forth on Schedule 3.2(b)(i), rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings no Person (other than this Agreementthe Companies) (i) pursuant to owns any portion of the assets or properties of or used by the Companies. Except for Liabilities assumed in connection with any merger where a Company was the surviving entity of such merger which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests insuch mergers are set forth on Schedule 3.2(b)(ii), the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar Companies have no Liabilities with respect to any rights enjoyed by dissolved entity or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any persondormant entity. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of WinDoor consists of 2,000 shares of common stock, marketable $0.01 par value per share. All of such shares have been issued and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereofare outstanding. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no outstanding shares of capital stock or of WinDoor are owned by the Sellers and WinDoor has no other voting securities of, or equity interests inauthorized, the Company, issued, reserved for issuance issued or outstanding. The Units All of the issued and outstanding shares have been duly authorized and validly issued and issued, are fully paid and non-assessable. The Units nonassessable, and have not been issued in violation of, and are not subject to, of any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company preemptive or any Contract to which the Company is subjectother third party rights. Other than this Agreement, bound or a party or otherwise. There there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantsoffers, options, rightswarrants, “phantom” stock rights, stock appreciation rights, stock-based performance unitsproxies, convertible agreements, understandings or exchangeable securities commitments of any kind (contingent or otherwise) relating to the issuance, conversion, exchange, registration, voting, sale, transfer or redemption of any equity interests or other commitments securities of WinDoor or undertakings (obligating WinDoor or any other than this Agreement) (i) pursuant Person to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchasepurchase, redeem or otherwise acquire any equity interests or other securities of WinDoor. The stock records of WinDoor fairly and accurately reflect the record ownership of all of its outstanding shares of capital stock since the effective date of WinDoor’s election to be treated as an S corporation within the meaning of Section 1361 of the Code. WinDoor has delivered or other equity interest made available to Buyer or to make any investment (in its representatives complete and correct copies, as of the form date hereof, of a loan, capital contribution or otherwise) in any personall such minute books and stock records. (cb) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement WinDoor has no direct or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company indirect Subsidiaries. WinDoor does not have any subsidiaries and does not ownnot, directly or indirectly, own, nor has it owned during the past three (3) years, any equity interests interest or other securities (including any securities exercisable or exchangeable for or convertible into capital stock of or other voting or equity interest in) in any other person corporation, association, partnership, joint venture, business organization or any interest convertible into an equity interest in any limited liability company or other person. The Company has not (i) agreedentity, nor is it obligatedhas WinDoor entered into any agreement, arrangement or understanding to make any future investment in such investment. WinDoor has never conducted its business under any other name (i.e. “trading” or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person“doing business as”), except as set forth on Schedule 4.3(b).

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner All outstanding equity securities of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, Buyer and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Parent have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwisenonassessable. There are no outstanding bonds, debentures, notes or other indebtedness equity securities of the Company having Parent that remain subject vesting or forfeiture restrictions except as reflected in the right to vote Parent’s SEC Documents (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”as defined below). There Except as set forth in the Parent’s SEC Documents, there are no outstanding warrantsequity securities or voting securities of the Parent, (ii) securities of the Parent convertible into or exchangeable for equity securities or voting securities of the Parent, or (iii) options or other rights to acquire from the Parent, or other obligations of the Parent to issue, any equity securities, voting securities or securities convertible into or exchangeable for equity securities or voting securities of the Parent. Schedule 6.4 sets forth the fully-diluted stock capitalization of the Parent, including the exercise prices of derivative securities. Notwithstanding any provision to the contrary contained in this Agreement, the representation in this Section 6.4(a) is accurate as of the date hereof and shall not survive the Closing. (b) All outstanding equity securities of the Buyer and Parent have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Laws and (ii) all requirements set forth in applicable contracts to which the Buyer is a party. (c) Neither the Parent nor Buyer has repurchased, redeemed or otherwise reacquired any of their securities and there are no outstanding rights or obligations of the Parent or Buyer to repurchase or redeem any of their securities. (d) The SEC Documents list for each Subsidiary of the Parent, the percentage of equity securities owned or controlled, directly or indirectly by the Parent as of the date hereof. The Parent is not bound by any outstanding subscriptions, options, rightswarrants, “phantom” stock rightscalls, stock appreciation rightscommitments, stock-based performance units, convertible rights agreements or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated agreements of any character calling for it to issue, deliver or sell (A) any additional shares of capital stock or other voting securities ofsell, or cause to be issued, delivered or sold, any of its equity interests in, the Company, (B) securities or any security securities convertible into, exchangeable for or exercisable or exchangeable representing the right to subscribe for, shares of capital stock purchase or other voting securities of, otherwise receive any such equity security or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant obligating such Subsidiary to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrantsubscriptions, optionoptions, rightwarrants, unitcalls, securitycommitments, commitment rights agreements or undertaking or (iii) that give any person the right to receive any benefits or rights other similar to any rights enjoyed by or accruing to Seller as the sole holder of the Unitsagreements. There are no Contracts outstanding contractual obligations of any Subsidiary of the Parent to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any of its capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents interests. All of the Companyshares of capital of each of the Subsidiaries of the Parent are validly issued, the Units are not subject to any voting trust agreement or other Contract, including any such Contract fully paid (i) restricting or otherwise relating to the voting, dividend rights extent required under the applicable governing documents) and nonassessable and are owned by the Parent or disposition a Subsidiary of the Units or (ii) containing any information rightsParent, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries free and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation clear of any personLiens.

Capitalization; Subsidiaries. (a) As of the Closing Date, the Seller has goodwill own 100% of the outstanding Units of the Company, marketable and valid title Seller is transferring to Buyer pursuant to this Agreement the Purchased Units, which as of the Closing Date will constitute 85% of the outstanding Units of the Company, in each case free and clear of all Liens (other than any Liens, and is restrictions under applicable securities laws). Other than the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner remaining 15% of the Units, upon delivery to Purchaser at outstanding Units owned and retained by the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt as of the Closing Date Purchase Price, good, marketable and valid title to the there will be no other authorized or outstanding Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, Equity Interests of the Company, issued, reserved for issuance or outstanding. The All of the issued and outstanding Units of the Company have been duly authorized and authorized, validly issued and are issued, fully paid and non-assessable. The Units have not been issued in violation of, non- assessable and are not subject to, nor were they issued in violation of, any preemptive, subscription, purchase options, preemptive rights or rights of first refusal or similar rights under any provision of applicable Lawrefusal. Other than as set forth on Schedule 3.3(a), the Governing Documents Company has no Liabilities related to or arising out of the Company any existing or any Contract to which the Company is subject, bound or a party or otherwisepreviously issued and expired Equity Interests. There are no outstanding bondsor authorized options, debentureswarrants, notes Contracts, calls, puts, rights to subscribe, conversion rights or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or similar rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require or which are binding upon the Company providing for the issuance, disposition or acquisition of any Equity Interests of the Company. There are no outstanding or authorized unit appreciation rights, phantom units, profits interests or similar rights with respect to registerthe Company. There are no voting trusts, repurchase, redeem proxies or any other Contracts or understandings with respect to the voting of the Equity Interests of the Company. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests. Other than as set forth on Schedule 3.3(a), no former direct or indirect holder of any Equity Interests of the Company has any material claim or rights against the Company or Seller that remains unresolved or to which the Company or Seller has or may reasonably be expected to have (now or in the future) any material Liability and to the actual knowledge of Xxxxxx, Xxxxx and Xxxx, no such claims are threatened. (b) Schedule 3.3(b)(i) sets forth a complete list of the direct and indirect subsidiaries of the Company as of the Effective Date, current capital and equity structure, and the jurisdiction of organization of each such subsidiary. Schedule 3.3(b)(ii) sets forth a complete list of the direct and indirect subsidiaries of the Company as of the Closing Date, capital and equity structure as of the Closing Date, and the jurisdiction of organization of each such subsidiary. For purposes of this Agreement, the term “Subsidiaries” (and each individually, a “Subsidiary”) means (i) prior to the Restructuring, those entities set forth on Schedule 3.3(b)(i), and (ii) subsequent to the Restructuring, those entities set forth on Schedule 3.3(b)(ii). Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Subsidiary is duly qualified to do business in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. No Subsidiary is in default under or in violation of any provision of its bylaws, operating agreement or other charter document, as applicable. Each Subsidiary that is an Acquired Company has full company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. As of the Effective Date and the Closing Date, the Company directly or indirectly owns all of the outstanding Equity Interests of each Subsidiary indicated on Schedule 3.3(b)(i) and Schedule 3.3(b)(ii), respectively, free and clear of all Liens, except as set forth on Schedule 3.3(b)(iv). All of the Equity Interests of each Subsidiary have been validly issued, are fully paid, and have been issued without violation of any preemptive right or other right to purchase. There are no voting trusts, stockholder agreements, proxies, understandings or other Contracts with respect to the voting of the Equity Interests or other ownership interests of the Subsidiaries. Other than as set forth on Schedules 3.3(b)(i), Schedule 3.3(b)(ii), Schedule 3.3(b)(iii) and as described in Schedule D, the Subsidiaries (i) do not have, and have never had, any direct or indirect Subsidiaries; (ii) do not hold, and have never held, any stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) Equity Interest in any personother Person or any securities convertible or exchangeable into stock or any other ownership interests of any other Person. For purposes of this Agreement, the “Acquired Companies”, and each individually an “Acquired Company,” means (i) prior to the Restructuring, the Company and each of the Subsidiaries listed on Schedule 3.3(b)(i), other than J&S Jamaica and PT Mexico Services, and (ii) subsequent to the Restructuring, the Company and each of the Subsidiaries listed on Schedule 3.3(b)(ii), other than J&S Jamaica and PT Mexico Services. (c) Other The copies of (i) the current articles of incorporation and current bylaws (or similar documents under the law of their jurisdiction) of the Subsidiaries, other than this J&S Jamaica and PT Mexico Services, that have been delivered to Buyer on or before the Effective Date reflect all amendments made thereto and are correct and complete copies of the operative documents of such Subsidiaries as of the Effective Date, and (ii) the corporate books of the Subsidiaries, other than J&S Jamaica and PT Mexico Services, that will have been delivered to Buyer on or before the Closing Date will be correct, complete and up to date and will correctly reflect all matters relating to the Restructuring. This Agreement and the Governing Documents Ancillary Agreements to which the Subsidiaries are a party will have been duly executed and delivered by the Subsidiaries and will constitute the valid and binding agreements of the CompanySubsidiaries, the Units are not subject to any voting trust agreement enforceable against them in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend Laws affecting creditors’ rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closinggenerally and by general equitable principles. (d) The Company does not As of the Closing Date, all legal and statutory formalities for the transfer of J&S Audio Visual DR will have any subsidiaries been duly and does not ownfully satisfied. In this regard, directly or indirectlythe Seller, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreedwith the execution of this Agreement, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation waives the exercise of any personright that it may have over the shares of J&S Audio Visual DR on the occasion of this transaction, including any preferential right to purchase the same.

Capitalization; Subsidiaries. (a) Seller has goodThe entire authorized, marketable and valid title to the Unitsissued, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner designated or outstanding equity interests of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt Company consist solely of the Closing Date Purchase PriceMembership Interests, goodone hundred percent (100%) of which are directly owned, marketable beneficially and valid title to of record, by the Units will pass to PurchaserSeller as set forth on Section 3.3(a) of the Disclosure Schedule. All of the Membership Interests are validly issued, free fully paid and clear of any Liensnonassessable. The Membership Interests are not represented by physical certificates and no physical certificates have ever been issued in respect thereof. (b) Except for None of the UnitsMembership Interests are subject to, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been nor were they issued in violation of, and are not subject toany federal or state securities Law, any preemptivepurchase, subscriptionprofits interest, purchase optionsoption, rights call option, warrant, right of first refusal refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar rights under any provision right. The execution and delivery of applicable Law, this Agreement and the Governing other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not implicate any rights or obligations under the Limited Liability Company Agreement that have not been complied with or any Contract to which waived. (c) Except as set forth in Section 3.3(c) of the Company is subjectDisclosure Schedule, bound or a party or otherwise. There (i) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantssecurities, options, warrants, profits interests, calls, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments obligations of any kind (contingent or undertakings (other than this Agreementotherwise) (i) pursuant to which Seller or the Company is a party or may become obligated by which it is bound obligating the Company to issue, deliver or sell (A) any additional shares of capital stock equity securities or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable into or exchangeable for, shares for equity securities of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or obligating the Company is or may become obligated to issue, grant, extend or enter into any such warrantsecurity, option, rightwarrant, unitprofits interest, securitycall, commitment right or undertaking or obligation, (iiiii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There there are no Contracts to which the Company is a party that require outstanding obligations of the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownacquire, directly or indirectly, any securities (or options or warrants to acquire any such securities) of the Company, (iii) the Company is not a party to or bound by any Contract granting any equity, warrant, option, equity interests appreciation, phantom equity, profit participation or similar right or any participation right in the revenue or profits of the Company and (iv) there are no Contracts with respect to the (A) voting of any other person equity securities of the Company (including any proxy or director nomination rights) or (B) transfer of, or transfer restrictions on, any equity securities of the Company. There are no declared or accrued but unpaid dividends with respect to any Membership Interests. (d) Section 3.3(d) of the Disclosure Schedule sets forth (i) a complete and accurate list of all of the direct and indirect Subsidiaries of the Company and (ii) each equity or similar interest in, or any interest convertible into an or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business associate or entity owned directly or indirectly by the Company Group. All of the outstanding equity interests of each Subsidiary are directly owned of record by the Company or another Subsidiary of the Company, free and clear of any Liens, other than Permitted Liens. No Person other than the Company or another Subsidiary of the Company has any ownership or other rights of any kind in or with respect to or based upon any equity interests of the Company’s Subsidiaries. There are no preemptive or other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or commitments of any character under which any member of the Company Group is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any member of the Company Group, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (e) All of the outstanding equity interests of the Option Companies are directly owned of record by the Seller or Owners, free and clear of any Liens, other personthan Permitted Liens. The Company No Person other than the Seller or Owners has not (i) agreed, nor is it obligated, to make any future investment ownership or other rights of any kind in or capital contribution with respect to or based upon any person equity interests of the Subsidiaries. There are no preemptive or (ii) guaranteed and is not responsible other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or liable for any obligation commitments of any personcharacter under which any Option Company is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any Option Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (f) At least two (2) Business Days prior to the Closing Date, the Owners, the Seller and the Company completed, or caused their respective Affiliates (as applicable) to complete, the Pre-Closing Reorganization in accordance with the steps set forth on Exhibit A-1 and validly assigned to the Company Group each of the assets set forth on Exhibit A-2.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value, of which 341,459 shares are issued and outstanding (the “Company Stock”) to the individuals listed in Section 2.2 of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholders hold good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Purchased Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote assessable (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”if applicable). There are no outstanding options, warrants, optionsrights, rightsconvertible, exercisable or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments commitments, Contracts, arrangements or undertakings (other than this Agreement) (i) pursuant of any kind to which any of the Seller or its Affiliates is a party or by which it is bound obligating any of the Seller or its Affiliates or any of the Holding Companies or Company is or may become obligated Subsidiaries to issue, deliver or sell (A) any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities ofEquity Interests in, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, any capital stock of, or other Equity Interest in, any Holding Company or Company Subsidiary. (b) Section 4.02(b) of the Seller Disclosure Letter contains a correct and complete list, with respect to each of the Holding Companies and Company Subsidiaries, (i) the name and jurisdiction of incorporation, (ii) the authorized, issued and outstanding Equity Interests (by type, series, class or other applicable description) and the owner(s) thereof and (iii) any registered branches of such Holding Company or Company Subsidiaries. The Holding Companies and Company Subsidiaries have no other Equity Interests authorized, issued or outstanding, and there exist no obligation or requirement on any of the foregoing Persons to authorize or issue other Equity Interests. The Holding Companies and Company Subsidiaries hold no, and have no right to acquire, by Contract or otherwise, any Equity Interests in any Person. All of the issued and outstanding shares of capital stock or other voting securities of, or equity interests other Equity Interests in, the Company or Subsidiaries (Cthe “Subsidiary Shares”) any Voting Debt, have been duly authorized and validly issued and are fully paid and non-assessable (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder if applicable). All of the Units. There Subsidiary Shares are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownowned, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreedof record and beneficially, nor is it obligatedby the Seller, to make any future investment in or capital contribution to any person or (ii) guaranteed free and is not responsible or liable for any obligation clear of any personand all Liens other than transfer restrictions imposed by applicable securities laws.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized membership units of the Company consists of 100 units, of which 100 units are issued and outstanding (the “Company Units”) to the individuals listed in Section 2.2(a) of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of units for the Company. The Company Unitholders hold good and marketable and valid title to the such Company Units, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding Company Units have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Organization or Operating Agreement of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for as disclosed in Section 2.2(b) of the UnitsCompany Disclosure Letter, there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. The Company has delivered to the Buyer, a correct and complete list of each Company Option and Company Warrant outstanding as of the date hereof, including the name of the holder of such Company Option or Company Warrant, the Company Plan pursuant to which such Company Option was issued, the number of shares covered by such Company Option or Company Warrant, the per share exercise price of such Company Option or Company Warrant and the vesting commencement date and vesting schedule applicable to each such Company Option, including the number of shares vested as of the date of this Agreement. The terms of the Company Plans permit the assumption or substitution of options to purchase Company Common Stock provided in this Agreement, without the consent or approval of the holders of such securities, the Company Unitholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options. No other equity interest or to make any investment (in outstanding options, whether under the form of a loan, capital contribution Company Plans or otherwise) , will be accelerated in any personconnection with the Merger. (c) Other than this Agreement and the Governing Documents Except as disclosed in Section 2.2(c) of the Company, Company Disclosure Letter the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has good, marketable The authorized capital stock of Redpoint consists of 150,000,000 shares of Redpoint Common Stock and valid title to the Units, free and clear 10,000,000 shares of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensRedpoint Preferred Stock. (b) As of the date hereof, 79,914,879 shares of Redpoint Common Stock are issued and outstanding and no shares of Redpoint Preferred Stock are issued or outstanding. (c) All outstanding shares of Redpoint Common Stock are duly authorized, validly issued, fully paid and non-assessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call right or right of first refusal or similar right. (d) Except as set forth in this Section 3.5 or in Section 3.5 of the Redpoint Disclosure Letter, there have not been reserved for the Unitsissuance, and there are no outstanding (i) shares of capital stock or other voting securities ofof Redpoint; (ii) securities (including, without limitation, convertible notes) of Redpoint convertible into or exchangeable for shares of capital stock or voting securities of Redpoint; (iii) other rights or options to acquire from Redpoint, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject toobligations of Redpoint to issue, any preemptiveshares of capital stock, subscription, purchase options, rights of first refusal voting securities or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are securities convertible into, or exercisable into or exchangeable forfor shares of capital stock or voting securities of Redpoint, as the case may be; or (iv) equity equivalent interests in the ownership or securities having earnings of Redpoint (the right to voteitems in clauses (i) on any matters on which holders of the Unitsthrough (iv) collectively, respectively, may vote (“Voting DebtRedpoint Securities”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant obligations of Redpoint to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock Redpoint Securities. There are no preemptive rights or any other equity interest rights of any kind that obligate Redpoint to issue or to make deliver any investment (in the form of a loan, capital contribution or otherwise) in any personRedpoint Securities. (ce) Other than this Agreement Redpoint has not declared or paid any dividend or other distribution in respect of any Redpoint Securities, and Redpoint has not issued, sold, repurchased, redeemed or otherwise acquired any Redpoint Securities, and the Governing Documents Redpoint Board has not authorized any of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingforegoing. (df) The Company does Redpoint has not have entered into any subsidiaries and commitment, arrangement or agreement, nor is Redpoint otherwise obligated, to contribute capital, loan money or otherwise provide funds for or make additional investments in any Person. (g) Redpoint does not own, nor has it in the past six years owned, directly or indirectly, any capital stock or equity interests in securities of any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreedPerson nor does it have, nor is has it obligatedever had, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personSubsidiary.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner There are no Equity Interests of the UnitsCompany authorized, upon delivery to Purchaser at issued or outstanding other than the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstandingCompany Interests. The Units Company Interests have been duly authorized and authorized, validly issued and issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law and all requirements set forth in applicable Contracts. The Units have not been issued in violation ofCompany Interests are owned of record and beneficially by Seller, and, except as set forth on Section 3.04(a) of the Company Disclosure Schedules, Seller has good and marketable title to the Company Interests free and clear of all Liens. At the Closing, Buyer will acquire good, valid and marketable title to the Company Interests free and clear of Liens. With respect to the Company Interests there are not subject tono outstanding or effective (whether pursuant to Contracts of an Acquired Company, Seller, any preemptiveother Person or otherwise) subscriptions, subscription, purchase optionstransfer restrictions, rights of first refusal (or any other contingent rights) or offer, licenses, assignments, preemptive rights, registration rights, co-sale rights put or call rights or any other similar rights under or restrictions of any provision of kind created by applicable LawLaw (other than applicable transfer restrictions pursuant to federal, state or foreign securities Laws), the Governing Organizational Documents of the Company Company, or any Contract to which the Company is subject, bound or a party or otherwiseby which the Company or any of its assets is bound. There are Except for this Agreement, no outstanding bondsAcquired Company has (i) granted, debenturesor agreed to grant, notes any options, warrants, calls, commitments, rights or other indebtedness of the Company having the right to vote (or that are securities convertible into, or exchangeable or exercisable for, Equity Interests of the Company; (ii) entered into any Contracts relating to the issuance, sale, repurchase, redemption, subscription, transfer, voting or registration of Equity Interests of the Company, or options, warrants, calls, commitments, rights or other securities convertible into, or exchangeable or exercisable for, interests or securities having the right to vote) on any matters on which holders of the Unitsforegoing; or (iii) granted or authorized, respectivelyor agreed to grant or authorize, may vote any stock appreciation, phantom stock, profit participation or similar rights (“Voting Debt”in each case as to which any Acquired Company has any outstanding Liabilities). There are not outstanding obligations, contingent or otherwise, of any Acquired Company, to repurchase or acquire any Equity Interests in the Company or any other Person. No claim has been made or threatened against the Company asserting that any Person is the holder or beneficial owner of, or has the right to acquire beneficial ownership of, any Equity Interests in any Acquired Company. The Company Interests are not certificated. (b) Section 3.04(b) of the Company Disclosure Schedules sets forth a true, correct and complete list of all of the Company’s Subsidiaries, and, for each such Subsidiary, (i) the jurisdiction of incorporation or formation, (ii) the authorized Equity Interests thereof, and (iii) the number or other quantity of each class, series or type of Equity Interests thereof outstanding, all of which are held of record and beneficially by the Company or a Subsidiary of the Company. All outstanding Equity Interests of each Subsidiary are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law and all requirements set forth in applicable Contracts. The Equity Interests of the Company’s Subsidiaries are entirely owned of record and beneficially directly by either the Company or a Subsidiary of the Company, free and clear of all Liens, and the Company or such Subsidiary of the Company, as applicable, has good and marketable title to the Equity Interests of each other Subsidiary of the Company. With respect to the Equity Interests of the Company’s Subsidiaries, there are no outstanding warrantsor effective (whether pursuant to Contracts of an Acquired Company, optionsSeller, any other Person or otherwise) subscriptions, transfer restrictions, rights of first refusal (or any other contingent rights) or offer, licenses, assignments, preemptive rights, “phantom” stock registration rights, stock appreciation co-sale rights, stock-based performance units, convertible put or exchangeable securities call rights or any other commitments similar rights or undertakings restrictions of any kind created by applicable Law (other than applicable transfer restrictions pursuant to federal, state or foreign securities Laws), the Organizational Documents of the Company’s Subsidiaries, or any Contract to which an Acquired Company is a party or by which an Acquired Company or any of its assets is bound. Except for this Agreement) , neither the Company nor any Subsidiary has (i) pursuant granted, or agreed to which Seller or the Company is or may become obligated to issuegrant, deliver or sell (A) any additional shares of capital stock outstanding options, warrants, rights or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exchangeable or exercisable or exchangeable for, shares Equity Interests of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, a Subsidiary; (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter entered into any such warrantContracts relating to the issuance, optionsale, rightrepurchase, unitredemption, securitytransfer, commitment voting or undertaking registration of Equity Interests of a Subsidiary, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (iii) that give granted or authorized, or agreed to grant or authorize, any person stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which any Acquired Company has any outstanding Liabilities). Except for the Equity Interests in the Subsidiaries of the Company as set forth in Section 3.04(b) of the Company Disclosure Schedules, no Acquired Company owns (or holds the right to receive acquire) any benefits Equity Interest, directly or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to registerindirectly, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personPerson that is not an Acquired Company. (c) Other than this Agreement and the Governing Except as set forth in Organizational Documents of the CompanyAcquired Companies, the Units there are not subject to any no voting trust agreement trusts, member agreements, proxies or other Contract, including any such Contract (i) restricting agreements or otherwise relating understandings in effect with respect to the voting, dividend rights voting or disposition transfer of the Units or (ii) containing Equity Interests of any information rights, registration rights, financial statement requirements or other similar rights that would survive of the Closing unless terminated or amended prior to the ClosingAcquired Companies. (d) The None of the Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into of its Subsidiaries is, or at any time has been, an equity interest in any other person. The “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation Act of any person1940.

Capitalization; Subsidiaries. (a) Seller All of the authorized, issued and outstanding Membership Interests of the Company are held of record by the Sellers in such amounts as set forth on Schedule 3.03(a). The three Sellers are the only three members of the Company, and any buy-out, redemption or termination of any prior members has good, marketable and valid title been completed (subject to the Units, free Company’s payment obligations to Roxxxx Xxxxxxxx) and clear waivers and releases have been provided by any such prior member. Any outstanding obligation due to any such prior member is listed in Schedule 3.03(a). All of such outstanding Membership Interests have been validly issued and duly authorized and were not issued in violation of any Lienspurchase or call option, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner right of the Unitsfirst refusal, upon delivery to Purchaser at the Closing of a certificate of subscription rights, preemptive rights, transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of restriction or any Lienssimilar rights or any federal or state securities Laws. (b) Except for All of the Unitsauthorized, there are no shares of capital stock or other voting securities of, or issued and outstanding equity interests in, of the Company, issued, reserved for issuance or outstandingAcquired Subsidiaries are held of record by the Company in such amounts as set forth on Schedule 3.03(b) (the “Acquired Subsidiary Equity Interests”). The Units All of such Acquired Subsidiary Equity interests have been validly issued and duly authorized and validly issued and are fully paid and non-assessable. The Units have were not been issued in violation ofof any purchase or call option, and are not subject to, any preemptive, subscription, purchase options, rights right of first refusal refusal, subscription rights, preemptive rights, transfer restriction or any similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound federal or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or state securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personLaws. (c) Other than this Agreement the Membership Interests and the Governing Documents Acquired Subsidiary Equity Interests, there are no (i) outstanding equity interests of the Company or any Acquired Subsidiary, or (ii) Contracts, understandings or arrangements, including options, warrants or scripts by which the Company is or may become bound to issue any equity interests of the Company or any Acquired Subsidiary. Except as set forth on Schedule 3.03(c), neither the Company nor any Acquired Subsidiary is a party to any option, warrant, purchase right, subscription right, preemptive right, conversion right, call, put, right of first refusal or other Contract that would require the Company, any Acquired Subsidiary or, to the Knowledge of the Company, the Units Seller to sell, transfer, or otherwise dispose of any equity interests of the Company or the Acquired Subsidiaries (other than this Agreement). Except as set forth on Schedule 4.03(c), there are not subject to any no voting trust agreement trusts, proxies, or other Contract, including any such Contract (i) restricting or otherwise relating agreements with respect to the voting, dividend rights or disposition voting of any equity interests of the Units Company or (ii) containing any information rightsAcquired Subsidiaries, registration rightsand there are no outstanding or authorized equity appreciation, financial statement requirements phantom equity, equity incentive plans, profits interests or other similar rights that would survive the Closing unless terminated or amended prior with respect to the ClosingCompany or the Acquired Subsidiaries. (d) The Company does not control, directly or indirectly, or have any subsidiaries and direct or indirect equity participation in any Person, other than the Acquired Subsidiaries as set forth on Schedule 3.03(b). Other than the Acquired Subsidiaries, the Company does not ownown or have any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in in, any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has good, marketable Simplify is the sole member of Bridge Media and valid title to owns 100% of the UnitsBridge Media Interests, free and clear of any LiensLien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such membership interests), other than restrictions on transfer under applicable securities laws and is as set forth in the sole record and beneficial owner thereofOrganizational Documents of Bridge Media. Assuming Purchaser has Except for the requisite power and authority to be the lawful owner Bridge Media Interests, there are no membership interests or other equity securities or interests of Bridge Media issued or reserved for issuance. All of the Unitsmembership interests of Bridge Media have been validly issued and are not subject to, upon delivery to Purchaser at or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, other than as set forth in the Closing Organizational Documents of a certificate Bridge Media. There is no outstanding Voting Company Debt of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensBridge Media. (b) Except for as set forth in the UnitsOrganizational Documents of Bridge Media, (i) there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Lawwarrants, the Governing Documents of the Company or any Contract to which the Company is subjectrights, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rightssecurities, “phantom” stock rights, profit participation rights, preemptive rights, puts, calls, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments commitments, Contracts, arrangements or undertakings (other than this Agreement) (i) pursuant of any kind to which Seller Bridge Media or the Company any of its Affiliates is a party or may become obligated by which it is bound (A) obligating Bridge Media to issue, deliver or sell (A) any sell, or cause to be issued, delivered or sold, additional shares of capital stock membership interests or other voting securities of, or equity interests in, the Companyor any security convertible into or exercisable for or exchangeable into, or giving any Person a right to subscribe for or acquire, any membership interest of or other securities or equity interest in, Bridge Media or any Voting Company Debt, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated obligating Bridge Media to issue, grant, extend grant or enter into any such option, warrant, option, right, unit, security, commitment commitment, Contract, arrangement or undertaking or (iiiC) that give obligating Bridge Media to pay an amount in cash or in kind with respect to, or based on the value of, any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder membership interest of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest in Bridge Media or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement Voting Company Debt and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rightsthere are no voting trusts, registration rights, financial statement requirements proxies or other similar rights that would survive the Closing unless terminated agreements or amended prior understandings to which Simplify, Bridge Media or any of their respective Affiliates is a party or by which Simplify, Bridge Media or any of their respective Affiliates is bound with respect to the Closing. (dvoting of a member of Bridge Media. Section 4.06(b) The Company does not have of the Bridge Media Disclosure Schedule contains a correct and complete list of each Subsidiary of Bridge Media as of the date of this Agreement. No Subsidiary of Bridge Media has any subsidiaries and does not ownassets, directly liabilities, or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation obligations of any personnature.

Capitalization; Subsidiaries. (a) Seller has goodThe Company Shares comprise all of the Company’s equity securities that are issued and outstanding. The Company Shares are held beneficially and of record by the Sellers, marketable and valid title to the Unitshave been duly authorized, are validly issued, are free and clear of any all Liens (other than Permitted Liens), and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofattached Schedule 3.2(a)(i) accurately sets forth, and are not subject toas of the date hereof, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents all of the Company or any Contract to Shares and the name of each holder of such Company Shares together with the number of such Company Shares held by each such holder as of the date hereof. Except for Contracts and other instruments set forth on Schedule 3.2(a)(ii), all of which will be terminated in connection with the Company is subjectClosing (except for the Fourth Amended and Restated Certificate of Incorporation of the Company, bound or a party or otherwise. There dated September 30, 2019), there are no outstanding bondsor authorized, debentures, notes or other indebtedness of nor does the Company having the right have any obligations to vote issue any, (or that are convertible intoi) options, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rightsconvertible securities, calls, puts, performance shares, stock appreciation rights, stock-based performance unitsrights to subscribe, conversion rights (including convertible or exchangeable securities notes or other commitments or undertakings (other than this Agreementsimilar convertible debt instruments) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, agreements or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party commitments that require the Company to registerissue any equity or voting securities or any rights or interests exercisable therefor or (ii) stock appreciation, repurchase, redeem or otherwise acquire any capital phantom stock or other equity interest or similar rights with respect to make any investment (the Company. Except for Contracts set forth on Schedule 3.2(a)(iii), all of which will be terminated in connection with the form of a loanClosing, capital contribution or otherwise) in any person. (c) Other than this Agreement the Company is not party to, and to the Governing Documents knowledge of the Company, no other Person is party to, any voting trusts, proxies or any other Contract with respect to the Units voting of the Company Shares. Except for obligations pursuant to the Contracts and other instruments set forth on Schedule 3.2(a)(iv), all of which will be terminated in connection with the Closing (except for the Fourth Amended and Restated Certificate of Incorporation of the Company, dated September 30, 2019), there are not subject no obligations of the Company to pay any dividends to any voting trust agreement or other Contract, including any such Contract of its equityholders. (ib) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended At all times prior to the Closing. (d) The date hereof, the Company does has not have had any subsidiaries Subsidiaries and does not ownhas not, directly or indirectly, owned any equity interests in any other person or similar interest in, or any interest convertible into an or exchangeable or exercisable for, any equity or similar interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of six million (6,000,000) shares of common stock, marketable without par value (the “Company Stock”), of which 5 million (5,000,000) shares are issued and valid title to the Unitsoutstanding, all of which are owned by Sellers free and clear of Liens other than Liens imposed by Parent at or after the Closing or under applicable securities Laws or which will be discharged or released at or prior to Closing. The Company does not hold any Liens, and is the sole record and beneficial owner thereofshares as treasury stock. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, issued and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units outstanding Shares have been duly authorized and validly issued and the Shares are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights the only class of first refusal or similar rights under any provision of applicable Law, the Governing Documents equity of the Company or any Contract entitled to which vote on the adoption of this Agreement and the Mergers. (b) Section 3.4(b) of the Company is subjectDisclosure Schedule sets forth, bound as of the date hereof, a true and correct list of the number of Shares that each Seller holds of record. As of the date hereof, all Shares held of record by the ESOP Trust have been fully allocated to the accounts of participants in, or a party or otherwisebeneficiaries of, the ESOP. There are no (i) outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantssubscriptions, options, warrants, rights, “phantom” stock calls, commitments, conversion rights, stock appreciation rightsrights of exchange, stock-based performance units, convertible or exchangeable securities plans or other commitments agreements of any character providing for the purchase, issuance or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) sale of any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, in the Company or (C) any Voting Debt, (ii) pursuant voting trusts, proxies or other agreements or understandings with respect to which Seller the voting or transfer of the equity of the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iiiother than the Voting Agreements). (c) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller Except as the sole holder set forth on Section 3.4(c) of the Units. There are no Contracts to which Company Disclosure Schedule, all of the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any issued and outstanding capital stock or other equity interest or to make any investment (interests in the form Company’s Subsidiaries are owned of a loan, capital contribution record and beneficially by the Company or otherwise) in any person. (c) Other than this Agreement and the Governing Documents another Subsidiary of the Company, free and clear of Liens other than Permitted Liens or Liens imposed by Parent at or after the Units Closing or under applicable securities Laws. Except as set forth on Section 3.4(c) of the Company Disclosure Schedule, there are not subject to any voting trust agreement or other Contract, including any such Contract no (i) restricting outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or otherwise relating to other agreements of any character providing for the votingpurchase, dividend rights issuance or disposition sale of any equity interests in the Units Company’s Subsidiaries or (ii) containing any information rightsvoting trusts, registration rights, financial statement requirements proxies or other similar rights that would survive the Closing unless terminated agreements or amended prior understandings with respect to the Closing. voting or transfer of the equity of the Company’s Subsidiaries (dother than the Voting Agreements). Except as set forth on Section 3.4(c) The of the Company does not have any subsidiaries and Disclosure Schedule, the Company does not own, directly directly, any equity interest or indirectlyany outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any equity interests in any other person Person, other than in the Subsidiaries of the Company. (d) Except as set forth on Section 3.4(d) of the Company Disclosure Schedule, with respect to the Excluded Assets or with respect to the sale of Ownership Receivables in connection with securitization transactions, no Acquired Company has, since January 1, 2012 acquired, sold or divested (including by merger, consolidation, license or sublicense) any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in Person or capital contribution to any person a material portion of the assets or (ii) guaranteed and is not responsible or liable for any obligation business of any personPerson. (e) Except with respect to ownership of the Excluded Assets, none of the Acquired Companies conducts, participates or otherwise is engaged in any other business, operations or lines of trade other than the conduct and operation of the Business.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding (the “Company Stock”) to the individuals listed in Section 2.2 of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholders hold good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodThe Sale Shares constitute all of the issued and outstanding capital stock and other equity interests of the Share Sale Companies and the Contribution Shares constitute all of the issued and outstanding capital stock and other equity interests of Classifieds DutchCo. The Shares are duly authorized, marketable validly issued, fully paid and valid title to nonassessable and owned by the UnitsSellers, free and clear of all Liens (other than (i) any Liensrestrictions on transfer imposed by federal, and is state or local securities laws or the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner Organizational Documents of the UnitsShare Sale Companies or Classifieds DutchCo, upon delivery (ii) any Liens created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates or (iii) Liens that will be released prior to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Closing). Except for the UnitsShares, there are no shares of common stock, preferred stock or other equity interests of Classifieds DutchCo or any Share Sale Company issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, performance shares, repurchase rights, voting rights, contingent value rights, “phantom share,” convertible, exercisable, or exchangeable securities or similar securities or rights that are derivative of any capital stock or other voting securities equity interests of, or equity interests inother ownership interest in Classifieds DutchCo or any Share Sale Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, or any agreements providing for the issuance (contingent or otherwise) of, any securities of Classifieds DutchCo or any Share Sale Company, issued, reserved for issuance and no securities evidencing such rights are issued or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, None of Classifieds DutchCo or the Share Sale Companies has any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of obligations that provide the Company having holders thereof the right to vote (or that are convertible into, or exchangeable into or exercisable or exchangeable for, interests or for securities having the right to vote) with the stockholders of Classifieds DutchCo or such Share Sale Company on any matters on which holders matter. (b) Upon Closing, Purchaser will, directly or indirectly, (i) own one-hundred percent (100%) of the UnitsShares and (ii) have good and valid title to all of the outstanding capital stock and other equity interests of each Share Sale Company and Classifieds DutchCo, respectivelyin each case, may vote free and clear of all Liens (other than (A) any restrictions on transfer imposed by federal, state or local securities laws or the Organizational Documents of the Share Sale Companies or Classifieds DutchCo, (B) any Liens created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates or (C) Liens that will be released prior to Closing). (c) Classifieds DutchCo or the Share Sale Companies own all of the issued and outstanding capital stock and other equity interests (the “Voting DebtSubsidiary Shares”) of each Transferred Company Subsidiary. Other than the Transferred Company Subsidiaries, none of the Transferred Entities has any Subsidiaries. The Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and owned by the Transferred Entities, in each case, free and clear of all Liens (other than (i) any restrictions on transfer imposed by federal, state or local securities laws or the Organizational Documents of the Share Sale Companies or Classifieds DutchCo, (ii) any Liens created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates or (iii) Liens that will be released prior to Closing). There Except for the Subsidiary Shares, there are no shares of common stock, preferred stock or other equity interests of any Transferred Company Subsidiary issued or outstanding, and there are no preemptive or other outstanding warrantsrights, subscriptions, options, rights, “phantom” stock rightswarrants, stock appreciation rights, stock-based redemption rights, performance unitsshares, convertible repurchase rights, voting rights, contingent value rights, “phantom share,” convertible, exercisable, or exchangeable securities or other commitments similar securities or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities rights that are derivative of, or equity interests in, the Company, (B) other ownership interest in any security Transferred Company Subsidiary or any other securities or obligations convertible intoor exchangeable into or exercisable for, or exercisable giving any Person a right to subscribe for or exchangeable foracquire, shares or any agreements providing for the issuance (contingent or otherwise) of, any securities of capital stock any Transferred Company Subsidiary, and no securities evidencing such rights are issued or outstanding. None of the Transferred Company Subsidiaries has any outstanding bonds, debentures, notes or other voting securities of, or equity interests in, obligations that provide the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person holders thereof the right to receive vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Transferred Company Subsidiary on any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingmatter. (d) The Company does not have any subsidiaries Classifieds DutchCo, the Share Sale Companies or, solely with respect to Quikr, a member of the Parent Group, own a minority interest in the issued and does not own, directly or indirectly, any outstanding capital stock and other equity interests in any other person or any interest convertible into an equity interest in any other personof the entities set forth on Section 3.2(d) of the Parent Disclosure Schedule (such entities “Minority Interests”). The Section 3.2(d) of the Parent Disclosure Schedule sets forth a list of all Transferred Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed Subsidiaries and is not responsible or liable for any obligation Minority Interests as of any personthe date hereof.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner The equity interests as set forth on Schedule 4.3(a) constitute all of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, issued and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or outstanding equity interests in, the Company, issued, reserved for issuance or outstandingof Beyond6 and ANG. The Units All of such equity interests have been duly authorized and authorized, are validly issued and issued, are fully paid and non-assessable. The Units have not been , are owned of record and beneficially by the Company Holders, free and clear of all Liens and were issued in compliance with applicable Law and not in violation ofof the Organizational Documents of Beyond6 or ANG, as applicable. (b) Except (i) for the Merger, (ii) as set forth on Schedule 4.3(b), or (iii) as set forth in Beyond6’s and ANG’s Organizational Documents, as applicable, there are not subject tono outstanding or authorized (A) equity interests of Beyond6 or ANG, including any preemptivepreferred or convertible equity interests; (B) options, subscriptionwarrants, purchase optionsrights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or similar rights under any provision of applicable Lawrefusal, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” agreements, arrangements or commitments of any character relating to the capital stock rights, stock appreciation rights, stock-based performance units, convertible of Beyond6 or exchangeable securities ANG obligating Beyond6 or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated ANG to issue, deliver or sell (A) any additional shares of capital stock or other voting securities ofsell, or equity interests inotherwise cause to become outstanding or to acquire, the Company, (B) any security convertible intorepurchase, or exercisable redeem, any securities of Beyond6 or ANG (including any securities convertible into or exchangeable for, shares or exercisable for any equity interest of capital stock Beyond6 or other voting securities of, ANG) or equity interests in, the Company to make an investment in another Person; or (C) any Voting Debtstock appreciation, (ii) pursuant phantom stock, profit participation, or similar rights with respect to which Seller Beyond6 or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personANG. (c) Other than this Agreement Except for Beyond6’s ownership of all the issued and the Governing Documents outstanding equity interests of the CompanyANG, the Units are not subject to any voting trust agreement or other Contractneither Beyond6 nor ANG owns or, including any such Contract (i) restricting or otherwise relating to the votingexcept as set forth on Schedule 4.3(c), dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownhas ever owned, directly or indirectly, any capital stock, equity interests in any or other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation securities of any personPerson. (d) Except as set forth on Schedule 4.3(d), there are no voting trusts, stockholder agreements, proxies or other agreements or understanding in effect with respect to the voting or transfer of any of the Outstanding Shares.

Capitalization; Subsidiaries. (a) Seller has good, marketable Parent is the record and valid title to the Unitsbeneficial owner of all issued equity interests of AdParlor Holdings, free and clear of any Liens, and Liens (other than Permitted Liens or restrictions on transfer imposed by applicable securities Laws). (b) AdParlor Holdings is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing all issued equity interests of a certificate of transfer with respect to the Units, duly endorsed by each Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaserin each case, free and clear of any LiensLiens (other than Permitted Liens or restrictions on transfer imposed by applicable securities Laws). (bc) Except as set forth on Section 3.24(c) of the Disclosure Schedule, no Seller has issued or granted or agreed to issue or grant any: (i) other equity or ownership interest; (ii) securities convertible into or exchangeable for the Unitsany equity interests of any Seller; (iii) options, there are no shares of capital stock warrants or other voting securities of, rights to purchase or subscribe to equity interests in, the Company, issued, reserved of any Seller or securities convertible into or exchangeable for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, equity interests of any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding Seller; (iv) bonds, debentures, notes debentures or other indebtedness of the Company Funded Indebtedness having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or for securities of any Seller having the right to vote; or (v) on Contracts, commitments, arrangements or agreements relating to the equity interests of any matters on which holders of the Units, respectively, may vote Seller (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which including obligating any Seller or the Company is or may become obligated to issue, deliver transfer or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire acquire, or that relate to the holding, voting or disposition of, any capital stock equity interests of any Seller). No Seller has outstanding, and has not authorized or agreed to issue or grant any, unit appreciation rights, phantom units, profit participation rights or similar rights. (d) Except as set forth on Section 3.24(d) of the Disclosure Schedule, other equity than interests in another Seller, no Seller owns, or has any interest in any shares or has an ownership interest in any other Person. No Seller is a participant in any joint venture, partnership or similar arrangement. There are no contractual obligations of any Seller to provide funds to, or make any investment in (whether in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly), any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 9,000 shares of common stock, no par value, of which 2,222 shares are issued and outstanding (the “Company Stock”) to the individuals listed in Section 2.2 of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholders hold good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or All equity interests in, the Company, issued, reserved for issuance or outstanding. The Units of Xxxxxx have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofaccordance with applicable law, and are not subject tostatute, any preemptiveordinance, subscriptionregulation, purchase optionsadministrative interpretation, rights of first refusal or similar rights under any provision of applicable Lawdirective, the Governing Documents of the Company or any Contract to which the Company is subjectpolicy, bound or a party or otherwise. There are no outstanding bondsguidance, debenturesguideline, notes rule or other indebtedness of the Company pronouncement having the right effect of law of or by any Governmental Entity, including the rules, regulations and procedures promulgated by FINRA or the SEC applicable to vote Xxxxxx or its business (collectively, “Law”). Other than the Xxxxxx Interests, Xxxxxx does not have any outstanding, authorized or that are convertible intoissued membership interests, equity securities or ownership interests (including phantom interests) or other securities exercisable or exchangeable for, for or convertible into equity interests or securities having the right to vote) on any matters on which holders in Xxxxxx. None of the UnitsXxxxxx Interests is certificated. (b) Aside from the Organizational Documents, respectively, may vote there are no: (“Voting Debt”). There are no outstanding warrantsi) subscriptions, options, rightswarrants, “phantom” stock rightscalls, stock appreciation rightsconversion, stock-based performance unitsexchange, convertible or exchangeable securities purchase right or other commitments written contracts or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated rights of any kind obligating any person to issue, deliver transfer, sell or sell (A) any additional shares of capital stock or other voting securities otherwise dispose of, or equity interests incause to be issued, the Companytransferred, (B) sold or otherwise disposed of, any security Xxxxxx Interests or any securities convertible into, or exercisable into or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) for any Voting Debt, Xxxxxx Interests; (ii) pursuant partnership agreements, voting trusts, proxies or other contracts to which Seller Xxxxxx is a party, or by which Xxxxxx is bound, relating to any of the Xxxxxx Interests, the voting thereof or the Company is nomination of any managers or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or directors of Xxxxxx; (iii) that give any person the right obligations, contingent or otherwise, of Xxxxxx to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock equity interests in Xxxxxx or any securities convertible into or exercisable or exchangeable for any equity interests in Xxxxxx or other rights or plans affecting equity interest interests in Xxxxxx; or to make (iv) contracts that place any investment (in restrictions of any kind upon the form transfer of a loan, capital contribution or otherwise) in any personXxxxxx Interests. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and Xxxxxx does not own, directly or indirectly, any equity interests in any other person equity, partnership, membership or similar interest in, or any interest convertible into an equity interest in into, exercisable for the purchase of or exchangeable for any other person. The Company has not (i) agreedsuch equity, nor partnership, membership or similar interest, or is it obligatedunder any current or prospective obligation to form or participate in, to provide funds to, make any future loan, capital contribution or other investment in or capital contribution to assume any person liability or obligation of, any Person. (iid) guaranteed 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 Xxxxxx issued and is not responsible or liable for any obligation of any personoutstanding.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of Vycom consists of 1,000 shares of common stock, marketable $0.01 par value per share, of which 100 shares are issued and valid title to outstanding (the Units“Vycom Shares”) and the authorized capital stock of CPC consists of 1,000 shares of common stock, free $0.01 par value per share, of which 100 shares are issued and clear outstanding (the “CPC Shares” and, together with the Vycom Shares, the “Shares”), which Shares are held beneficially and of any Liens, and is record by the sole record and beneficial owner thereofSeller. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units outstanding Shares have been duly authorized and validly issued and issued, are fully paid and non-assessable. The Units have not nonassessable and free and clear of any preemptive rights, restrictions on transfer (other than any transfer restrictions pursuant to applicable securities laws), Taxes or Liens (other than those Liens described in clause (e) of the definition of Permitted Liens, which Liens will be released at or prior to the Closing) and none of them has been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal preemptive or similar rights under any provision of applicable Lawrights. Except as set forth in this Section 3.5(a) or in Schedule 3.5(a), the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There (i) there are no other issued or outstanding bonds, debentures, notes or securities of any Company and (ii) there are no other indebtedness issued and outstanding securities of the any Company having the right to vote (or that are convertible into, or exercisable into or exchangeable for, interests at any time, securities of such Company. Except as set forth in this Section 3.5(a), Section 3.5(b) or securities having the right to vote) on any matters on which holders of the Unitsin this Agreement, respectively, may vote (“Voting Debt”). There there are no (x) outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) obligations of any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of such Company, or (y) voting trusts, proxies or other equity interest agreements among a Company’s shareholders with respect to the voting or transfer of the CPC Shares or the Vycom Shares, as the case may be. There is, and immediately following the Closing there will be, no outstanding option, warrant, right, subscription, call, unsatisfied preemptive right or other agreement or right of any kind to make purchase or otherwise acquire from any investment (in the form Company any securities of a loan, capital contribution or otherwise) in any personsuch Company. (cb) Other than this Agreement The authorized capital stock of CPCapitol consists of 200 shares of common stock, $0.01 par value per share, of which 10 shares are issued and the Governing Documents outstanding. All of the Companyissued and outstanding capital stock of CPCapitol is owned beneficially and of record by CPC, is duly authorized, validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by CPC), restrictions on transfer (other than any transfer restrictions pursuant to applicable securities laws), Taxes or Liens (other than those Liens described in clause (e) of the Units definition of Permitted Liens, which Liens will be released at or prior to the Closing). Except as set forth in Section 3.5, there are not subject to any voting trust agreement or other Contract, including any such Contract no (i) restricting authorized or otherwise relating outstanding securities of CPCapitol convertible into or exchangeable for, no options or warrants or the right to subscribe for, or providing for the votingissuance or sale of, dividend rights any capital stock or disposition other ownership interest in, or any other securities of the Units CPCapitol, or (ii) containing any information rightsvoting trusts, registration rights, financial statement requirements proxies or other similar rights that would survive the Closing unless terminated or amended prior agreements among CPCapitol’s stockholders with respect to the Closing. (dvoting or transfer of CPCapitol’s capital stock. Except as set forth on Schedule 3.5(b) The or in this Section 3.5(b), no Company does not have owns or has any subsidiaries and does not ownright to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodThe entire authorized, marketable and valid title to the Unitsissued, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner designated or outstanding equity interests of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt Company consist solely of the Closing Date Purchase PriceMembership Interests, goodone hundred percent (100%) of which are directly owned, marketable beneficially and valid title to of record, by the Units will pass to PurchaserSeller as set forth on Section 3.3(a) of the Disclosure Schedule. All of the Membership Interests are validly issued, free fully paid and clear of any Liensnonassessable. The Membership Interests are not represented by physical certificates and no physical certificates have ever been issued in respect thereof. (b) Except for None of the UnitsMembership Interests are subject to, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been nor were they issued in violation of, and are not subject toany federal or state securities Law, any preemptivepurchase, subscriptionprofits interest, purchase optionsoption, rights call option, warrant, right of first refusal refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar rights under any provision right. The execution and delivery of applicable Law, this Agreement and the Governing other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not implicate any rights or obligations under the Limited Liability Company Agreement that have not been complied with or any Contract to which waived. (c) Except as set forth in Section 3.3(c) of the Company is subjectDisclosure Schedule, bound or a party or otherwise. There (i) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantssecurities, options, warrants, profits interests, calls, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments obligations of any kind (contingent or undertakings (other than this Agreementotherwise) (i) pursuant to which Seller or the Company is a party or may become obligated by which it is bound obligating the Company to issue, deliver or sell (A) any additional shares of capital stock equity securities or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable into or exchangeable for, shares for equity securities of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or obligating the Company is or may become obligated to issue, grant, extend or enter into any such warrantsecurity, option, rightwarrant, unitprofits interest, securitycall, commitment right or undertaking or obligation, (iiiii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There there are no Contracts to which the Company is a party that require outstanding obligations of the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownacquire, directly or indirectly, any securities (or options or warrants to acquire any such securities) of the Company, (iii) the Company is not a party to or bound by any Contract granting any equity, warrant, option, equity interests appreciation, phantom equity, profit participation or similar right or any participation right in the revenue or profits of the Company and (iv) there are no Contracts with respect to the (A) voting of any other person equity securities of the Company (including any proxy or director nomination rights) or (B) transfer of, or transfer restrictions on, any equity securities of the Company. There are no declared or accrued but unpaid dividends with respect to any Membership Interests. (d) Section 3.3(d) of the Disclosure Schedule sets forth (i) a complete and accurate list of all of the direct and indirect Subsidiaries of the Company and (ii) each equity or similar interest in, or any interest convertible into an or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business associate or entity owned directly or indirectly by the Company Group. All of the outstanding equity interests of each Subsidiary are directly owned of record by the Company or another Subsidiary of the Company, free and clear of any Liens, other than Permitted Liens. No Person other than the Company or another Subsidiary of the Company has any ownership or other rights of any kind in or with respect to or based upon any equity interests of the Company’s Subsidiaries. There are no preemptive or other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or commitments of any character under which any member of the Company Group is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any member of the Company Group, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (e) All of the outstanding equity interests of the Option Companies are directly owned of record by the Seller or Owners, free and clear of any Liens, other personthan Permitted Liens. The Company No Person other than the Seller or Owners has not (i) agreed, nor is it obligated, to make any future investment ownership or other rights of any kind in or capital contribution with respect to or based upon any person equity interests of the Subsidiaries. There are no preemptive or (ii) guaranteed and is not responsible other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or liable for any obligation commitments of any personcharacter under which any Option Company is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any Option Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (f) At least two (2) Business Days prior to the Closing Date, the Owners, the Seller and the Company completed, or caused their respective Affiliates (as applicable) to complete, the Pre- Closing Reorganization in accordance with the steps set forth on Exhibit A-1 and validly assigned to the Company Group each of the assets set forth on Exhibit A-2.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner Section 3.3(a) of the Units, upon delivery to Purchaser at Disclosure Schedule sets forth (i) the Closing authorized and outstanding capitalization of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt each Target Company existing as of the Closing Agreement Date Purchase Price, good, marketable and valid title (i) the Seller that will hold all Purchased Equity as of immediately prior to the Units will pass to Purchaser, free and clear of any LiensClosing. (bi) Except for the UnitsThere are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which any Target Company is a party requiring, and there are no securities of the Target Companies outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other voting Equity Interests of the Target Companies or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase the Purchased Equity or other Equity Interests of the Target Companies, (ii) there are no obligations, contingent or otherwise, of the Target Companies to (A) repurchase, redeem or otherwise acquire any of its Equity Interests or (B) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any third party and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or equity interests insimilar rights with respect to the Target Companies. (c) There are no bonds, debentures, notes or other Indebtedness of the Target Companies having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which a Seller may vote. There are no voting trusts, irrevocable proxies or other contracts or understandings to which any Target Company is a party or is bound with respect to the voting or consent of any securities of any Target Company, issued, reserved for issuance or outstanding. The Units . (d) All of the issued outstanding securities of each Target Company have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, free and are not subject to, any preemptive, subscription, purchase options, rights clear of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote all Liens (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.other

Capitalization; Subsidiaries. (a) Seller has goodExhibits I, marketable II and valid title to III set forth a true and complete statement of, respectively, all the UnitsShares of the Company and the issued and outstanding shares of capital stock of the Subsidiaries, free and clear in each case, the holders thereof, which represent the only issued and outstanding shares of capital stock of the Company and the Subsidiaries. Except as set forth in Appendix 5.3(a) all of Shares of the Company, together with the outstanding shares of capital stock of the Subsidiaries, have been duly authorized and are validly issued, fully paid and non-assessable and were issued in compliance with all state, regional or foreign securities Laws and any preemptive rights, rights of first refusal or contractual rights of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensPerson. (b) Except for as set forth in the UnitsOptions Agreement to be executed on the Closing Date, there are no shares of capital stock issued or other voting securities ofauthorized options, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscriptionwarrants, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rightscalls, stock appreciation rights, stock-based performance unitsclaims of any character, convertible or exchangeable securities securities, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Group Companies to issue, transfer, redeem, repurchase, sell or undertakings otherwise cause to become issued any of its equity securities, and, there are no issued or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any of the Group Companies. (other than this Agreementc) Except as set forth in the Options Agreement and the Shareholders Agreement to be executed on the Closing Date, (i) pursuant there are no Contracts relating to which Seller the issuance, sale, transfer or the Company is or may become obligated to issue, deliver or sell (A) voting of any additional shares share of capital stock or other voting securities of, or equity interests in, of any of the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, Group Companies and (ii) pursuant to which Seller there is no obligation, contingent or the Company is or may become obligated to issueotherwise, grant, extend or enter into of any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts Group Companies to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any share of the capital stock or other equity interest securities of any of the Group Companies or to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise) in ), or provide any person. (c) Other than this Agreement and Guarantee with respect to the Governing Documents obligations of any other Person. There are no holders of bond, debentures, notes or other Indebtedness of any of the Company, Group Companies having the Units are not subject right to vote or consent (or convertible into or exchangeable for securities of any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units Group Companies having the right to vote or (iiconsent) containing on any information rights, registration rights, financial statement requirements or other similar rights that would survive matters on which the Closing unless terminated or amended prior to shareholders of any of the ClosingGroup Companies may vote. (d) The Except as set forth on Recital III, neither the Company does not have nor any subsidiaries and does not ownSubsidiary controls, directly or indirectly, or has any direct or indirect equity interests participation in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 1,000 shares of common stock, of which 100 shares are issued and outstanding (the "Company Stock") to Syrei Limited. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholder holds good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Memorandum of Association and Articles of Association of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions there from) of applicable securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofUS Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity except Syrei AB, a Swedish corporation. For purposes of this Agreement, the term "Subsidiary" of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller The Company has goodone Membership Interest issued and outstanding, marketable and valid title no other limited liability company interests of the Company have been reserved for possible future issuance. All of the issued Membership Interests are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. The Company has no commitments to issue or deliver Membership Interests other than pursuant to this Agreement. All of the Unitsissued capital or other equity securities of the Company are owned by Volt Delta Resources Holdings, Inc., a Nevada corporation ("Holdings"), free and clear of any Liens, and is the sole record and beneficial owner thereofLien. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Unitsissued share capital or other equity securities of Holdings are owned by Nuco I, upon delivery to Purchaser at the Closing of Ltd., a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to PurchaserNevada corporation ("Nuco"), free and clear of any Liens. (b) Lien. All of the issued share capital or other equity securities of Nuco are owned by VIS, free and clear of any Lien. Except for the Unitsas set forth above, there are no (i) limited liability company interests, shares of capital stock or other voting securities ofof Holdings, Nuco or the Company reserved, issued or outstanding, (ii) preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character granted by Holdings, Nuco or the Company relating to, or equity interests inthe value of which is determined by reference to, the issued or unissued capital or other ownership interest of Holdings, Nuco or the Company or (iii) any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Holdings, Nuco or the Company, issuedand no securities or obligations evidencing such rights are authorized, reserved for issuance issued or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofNone of Holdings, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of Nuco nor the Company or has outstanding any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness obligations, the holders of the Company having which have the right to vote (or that are convertible into, into or exercisable or exchangeable for, interests or for securities having the right to vote) on any matters on which holders matter. All Membership Interests to be issued in connection with the transactions contemplated by this Agreement will, when issued in accordance with the terms hereof, have been duly authorized, validly issued, fully paid, non-assessable, free and clear of all Liens and free of preemptive rights. As of the Unitsdate hereof, respectively, may vote (“Voting Debt”). There there are no outstanding warrantsstockholder or member agreements, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities voting trusts or other commitments agreements or undertakings understandings to which VIS, Nuco or Holdings is a party or by which any such Person is bound relating to the voting of any of the capital of Holdings, Nuco or the Company. (other than this Agreementb) Schedule 4.04 of the Company Disclosure Schedule sets forth for each Subsidiary of the Company (i) pursuant to which Seller or its name and jurisdiction of incorporation, (ii) the Company is or may become obligated to issuenumber of shares of authorized capital stock of each class of its capital stock, deliver or sell and (Aiii) any additional the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder. All of the issued and outstanding shares of capital stock or other voting securities ofof each Subsidiary of the Company have been duly authorized and are validly issued, or equity interests infully paid, and nonassessable. Except as set forth on Schedule 4.04 of the Company Disclosure Schedule, the Company holds of record and owns beneficially all of the outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (Bother than Permitted Liens). Except as set forth on Schedule 4.04 of the Company Disclosure Schedule, there are no (i) any security convertible into, or exercisable or exchangeable forlimited liability company interests, shares of capital stock or other voting securities of, or equity interests in, of any Subsidiary of the Company reserved, issued or (C) any Voting Debtoutstanding, (ii) pursuant to which Seller preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character granted by any Subsidiary of the Company relating to, or the Company value of which is determined by reference to, the issued or may become obligated to issue, grant, extend unissued capital or enter into any other ownership interest of such warrant, option, right, unit, security, commitment or undertaking Subsidiary or (iii) that give any person other 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 Subsidiary of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to receive vote (or convertible into or exercisable for securities having the right to vote) on any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder matter. As of the Units. There date hereof, there are no Contracts stockholder or member agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party that require or by which any such Person is bound relating to the Company to register, repurchase, redeem or otherwise acquire voting of any of the capital stock or other equity interest or to make of any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents Subsidiary of the Company. Except as listed on Schedule 4.04 of the Company Disclosure Schedule, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does its Subsidiaries do not own, directly or indirectly, beneficially or of record, any equity interests shares of capital stock or other security of any other Person or any other investment in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner The authorized capital stock of the UnitsCompany consists of 500,000,000 shares of common stock no par value, upon delivery to Purchaser at of which 10,000,000 share are issued and outstanding (the Closing “Company Stock”) and are owed or record as set forth in Exhibit A and 50,000,000 shares of a certificate preferred stock no par value of transfer with respect to which zero shares are issued and outstanding. Oher than the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsCompany Stock, there are no other classes, series or types of equity for the Company. All issued and outstanding shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Company Stock have been duly authorized and were validly issued and issued, are fully paid and non-assessable. The Units have not been issued in violation ofnonassessable, and are not subject toto any right of rescission, any preemptive, subscription, purchase options, are not subject to preemptive rights of first refusal or similar rights under any provision of applicable Lawby statute, the Governing Documents Articles of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller Incorporation or the Company is or may become obligated to issue, deliver or sell (A) any additional shares bylaws of capital stock or other voting securities of, or equity interests in, the Company, (B) or any security convertible into, agreement or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts document to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that require may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding securities. (b) There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to registerissue, transfer or sell any units of membership interests or other equity interest in, the Company or securities convertible into or exchangeable for such units of membership interests or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any capital stock units of membership interest of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, capital contribution or otherwise) in any personthe Company Stock. (c) Other than this Agreement and the Governing Documents of the CompanyExcept for an interest in Kite Broadband, LLC, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 500 shares of common stock, no par value, of which 331 shares are issued and outstanding (the "Company Stock") to the Stockholder. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholder holds good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensCompany's outstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, directly direct or indirectlyindirect, any equity interests in any corporation, partnership, joint venture or other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personbusiness entity.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized Share Capital of the Company consists only of an unlimited number of Shares. The rights and privileges of the Shares are set forth in the Company’s articles of incorporation, marketable and valid title as amended and/or restated to the Unitsdate hereof, free and clear of any Liens, and is heretofore provided to the sole record and beneficial owner thereofPurchaser. Assuming Purchaser has the requisite power and authority to be the lawful owner As of the Unitsdate hereof, upon delivery to Purchaser there are 10,916,606 Shares issued and outstanding. As at the Closing date hereof, up to a maximum of a certificate of transfer 1,092,533 Shares may be issued pursuant to outstanding share option entitlements. The Data Room contains information with respect to the Unitsholders of all outstanding Company share options and the number, exercise prices, and expiration dates of each grant to such holders. All the outstanding Shares are, and all Shares that may be issued pursuant to the exercise of outstanding Company share options will, when issued in accordance with the respective terms of the applicable share options, be, duly endorsed authorized, validly issued, fully paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. There are no bonds, debentures, notes or other Indebtedness having voting rights (or convertible into securities having such rights) in respect of the Company or any of its Subsidiaries (“Voting Debt”), whether issued by Sellerthe Company or any of its Subsidiaries, issued and outstanding. Except as described in the fourth sentence of this Section 3.2(a), there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating the Company or any of its Subsidiaries to issue, transfer, or sell, or to cause to be issued, transferred, or sold, any shares of the Share Capital or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities or obligations of any kind convertible into or exchangeable for any shares of the Share Capital or Voting Debt of, or other equity interest in, the Company, any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, nor is there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of the Company or any of its Subsidiaries. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Share Capital of any of its Subsidiaries. No Subsidiary of the Company owns any Shares. There are no registration rights, and upon Seller’s receipt there is no rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to the Share Capital of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear Company or any of any Liensits Subsidiaries. (b) Except for 3911357 Canada Inc., Total Care Technologies PTY Ltd. and Total Care Technologies International Inc., are all the Units, there are no Subsidiaries of the Company. All outstanding shares of capital stock the Share Capital in each Subsidiary: (i) are owned, directly or other voting securities ofindirectly, by the Company free and clear of all pledges, claims, liens, charges, mortgages, hypothecs, assignments, conditional sales, encumbrances or equity security interests inof any kind or nature whatsoever (whether statutory or otherwise) (collectively, the Company, issued, reserved for issuance or outstanding. The Units “Liens”); (ii) have been duly authorized and validly issued and are fully paid and non-assessable; and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such Share Capital or other ownership interests) that would prevent the Purchaser from operating the business of such Subsidiary immediately after the Effective Time in materially the same manner as operated on the date hereof. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, Other than the Governing Documents Subsidiaries of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) as set forth on any matters on which holders of the Units, respectively, may vote (“Voting Debt”Schedule 3.2(b). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownown or control, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodOn the Closing Date, marketable and valid title to immediately after the UnitsRestructuring, the share capital of the Company consists of (i) 14,997,843 ordinary shares (actions ordinaires) owned by Meribel as of the Initial Offer Letter Date, (ii) the Additional Company Shares (together with the shares described in the immediately preceding clause (i), the “Company Shares”), and (iii) a maximum of 81,000 ordinary shares (actions ordinaires) held in treasury by the Company. The Company Shares are free and clear of any Liensall Encumbrances, have been validly issued and are fully paid and nonassessable, and is were not issued in violation of any preemptive or similar rights. Except for the sole record Company Shares, the Company Options and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be ordinary shares held in treasury by the lawful owner Company, (i) there are no shares or other equity interests of the UnitsCompany issued or outstanding, upon delivery (ii) there are no securities, options, warrants, calls, preemptive or subscription rights (other than the statutory droit préférentiel de souscription) or other rights, agreements, arrangements or commitments of any kind, that could require the Company to Purchaser at issue, sell or otherwise cause to become outstanding, any shares or other equity interest of the Closing of a certificate of transfer Company, or require the Company to grant or enter into any such option, warrant, call, preemptive, subscription or other right, agreement, arrangement or commitment, and (iii) there are no securities convertible into, exchangeable for, or carrying the right to acquire, or any voting agreements with respect to, or restrictions on transfer of (other than under applicable securities Laws or pursuant to the Unitsthis Agreement), duly endorsed by Seller, and upon Seller’s receipt any shares or other equity interests of the Closing Date Purchase PriceCompany. There are no bonds, gooddebentures, marketable and valid title notes or other Indebtedness of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the Units will pass right to Purchaser, free and clear vote or consent) on any matters requiring a vote of any Liensthe holders of shares or other equity interests of the Company under applicable Law. (b) The authorized capital stock of Rossignol US consists of 5,000 shares of common stock, of which 2,142.86 shares (the “North American Shares”) are issued and outstanding. The North American Shares are free and clear of all Encumbrances, have been validly issued and are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights. Except for the UnitsNorth American Shares, (i) there are no shares of capital stock or other voting securities ofequity interests of Rossignol US issued or outstanding, (ii) there are no securities, options, warrants, calls, preemptive or subscription rights or other rights, agreements, arrangements or commitments of any kind, that could require Rossignol US to issue, sell or otherwise cause to become outstanding, any shares of capital stock or other equity interest of Rossignol US, or require Rossignol US to grant or enter into any such option, warrant, call, pre-emptive, subscription or other right, agreement, arrangement or commitment and (iii) there are no securities convertible into, exchangeable for, or carrying the right to acquire, or any voting agreements with respect to, or restrictions on transfer of (other than under applicable securities Laws or pursuant to this Agreement), any capital stock or other equity interests inof Rossignol US. There are no bonds, debentures, notes or other Indebtedness of Rossignol US having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters requiring a vote of the holders of shares or other equity interests of Rossignol US under applicable Law. (c) Schedule 4.2.3(c) sets forth for each Acquired Company (other than the Company and Rossignol US), as of the Closing Date, and immediately after the consummation of the Restructuring: (i) the number of shares, capital stock or other equity interests that such Acquired Company is authorized to issue, (ii) the number of such Acquired Company’s issued and outstanding shares, capital stock or other equity interests, the names of the record holders thereof and the number of such shares, capital stock or other equity interests held by each such holder and (iii) the number of such Acquired Company’s shares, issuedcapital stock or other equity interests held in treasury. All issued and outstanding shares, reserved for issuance capital stock or outstanding. The Units other equity interests of each such Acquired Company are free and clear of all Encumbrances, have been duly authorized and validly issued and are fully paid and non-assessable. The Units have nonassessable, and were not been issued in violation ofof any preemptive or similar rights. Except as set forth in Schedule 4.2.3(c), (A) there are no shares, capital stock or other equity interests of any such Acquired Company issued or outstanding, (B) there are no securities, options, warrants, calls, preemptive or subscription rights (other than, as applicable, the statutory droit préférentiel de souscription) or other rights, agreements, arrangements or commitments of any kind, that could require any such Acquired Company to issue, sell or otherwise cause to become outstanding, any shares, capital stock or other equity interests thereof, or require such Acquired Company to grant or enter into any such option, warrant, call, preemptive, subscription or other right, agreement, arrangement or commitment, and (C) there are not subject no securities convertible into, exchangeable for, or carrying the right to acquire, or any voting agreements with respect to, or restrictions on transfer of (other than under applicable securities Laws or pursuant to this Agreement), any preemptiveshares, subscription, purchase options, rights capital stock or other equity interests of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwisesuch Acquired Company. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the any such Acquired Company having the right to vote or consent (or that are or, convertible into, or exercisable or exchangeable for, interests or securities having the right to votevote or consent) on any matters on which requiring a vote of the holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest interests of any such Acquired Company under applicable Law. Neither the Company nor any Company Subsidiary directly or to make indirectly owns, controls or has any investment (in the form of a loan, capital contribution or otherwise) other ownership interest in any person. (c) Other Person other than this Agreement the Company Subsidiaries as described in Schedule 4.2.3(c), and the Governing Documents of the Companyneither Rossignol US nor any North American Subsidiary directly or indirectly owns, the Units are not subject to controls or has any voting trust agreement investment or other Contract, including ownership interest in any such Contract (i) restricting or otherwise relating to Person other than the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingNorth American Subsidiaries as described in Schedule 4.2.3(c). (d) The Company does not have any subsidiaries and does not ownExcept as set forth in Schedule 4.2.3(d) or as expressly contemplated by the Restructuring, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not none of the Acquired Companies: (i) agreed, nor has agreed or is it obligated, obligated to make any future debt or equity investment in or capital contribution to any person or Person; (ii) guaranteed and is not responsible or liable for has been a shareholder, participant or member of any Person (including any association, “groupement d’intérêt économique”, “société civile”, “société de personnes”, “société en participation” or “société en nom collectif”) in respect of which it has or could have any future liability in its capacity as a shareholder, participant or member of such Person , including any obligation to contribute to the equity, capital or share capital of such Person or to fund or participate in the payment of its debts; or (iii) can, by virtue of any personact or omission as a director, manager or other “mandataire social” or as a “de facto” manager of another Person, be held liable to pay all or any part of the debts of such Person. (e) Parent has provided or made available to the Purchaser Parties true, accurate and complete copies of each Liquidity Agreement. Other than this Agreement, the Liquidity Agreements and the Board decisions setting out the respective terms and conditions of the Company Options, there are no Contracts, agreements, arrangements or understandings (whether written or oral) by or among, or otherwise binding upon, the Parent or any of its Affiliates (including any Acquired Company), on the one hand, and any holder of Company Options, on the other hand, with respect to the Company Options. Neither Parent nor any of its Affiliates (including any Acquired Company) is in breach or default under any of the Liquidity Agreements and, to the Knowledge of the Parent, (i) no other party to any Liquidity Agreement is in breach or default thereunder, and no event has occurred which, with due notice or lapse of time or both, would constitute such a breach or default, and (ii) neither the Parent, Pilot, Meribel, Quiksilver Americas, nor any Acquired Company has received any written notice of any breach or default with respect to any Liquidity Agreement. From and after the Closing: (A) no capital stock, shares or other equity interests of any Purchaser Party or any of their Affiliates (including, from and after the Closing, any Acquired Company) will be issuable or otherwise deliverable upon exercise of any Company Option, except shares of the Company that are currently held in treasury and will be transferred to CMB SAS pursuant to Section 6.6; and (B) neither any Purchaser Party nor any of their Affiliates (including, from and after the Closing, any Acquired Company) will have any liability or obligation under, pursuant to or in connection with any Company Option or Liquidity Agreement, except (x) liabilities and obligations arising from the terms and conditions of the Company Options and (y) liabilities and obligations pursuant to Section 6.6 hereof.

Capitalization; Subsidiaries. The Interests constitute all issued and outstanding ownership interests in the Companies. The LP Sellers own all issued and outstanding LP Interests, Xxxxxx Xxxxxxx owns all issued and outstanding GP Securities and Xxxxxx Xxxxxxx owns all issued and outstanding MOTC Shares. All of the Interests have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Sellers, free and clear of all Encumbrances, other than Encumbrances arising under the Partnership Agreement and Company Agreement, as indicated on Section 3.4 of the Seller Disclosure Schedules. Other than this Agreement, the Partnership Agreement and the Company Agreement, no Seller is a party to any agreement creating rights in respect of any of the Interests for any third party (a) Seller has goodi.e., marketable and valid title any Person who is neither a Company nor, to the Unitsextent relating to any period of time prior to the Closing, a Seller) or relating to the voting or beneficial ownership of the Interests. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital of any Company, or obligating any Seller or any Company to issue, sell, exercise or exchange any ownership of the capital of, or any other interest in, any Company. None of the Companies has outstanding or authorized any equity appreciation, phantom equity, profit participation or other similar rights or arrangements. No former direct or beneficial owner of the Interests has made any claim which has not been fully settled or released (with no recourse to Buyers, the Companies or the Assets) or has any basis to raise any claim or is or would be owed any amounts with respect to any portion of the Interests, interests in the Companies, the Assets or the proceeds of the transactions contemplated hereby. There are no bonds, debentures or other Indebtedness having the right to vote with respect to the equity of any Company or convertible or exchangeable for securities having the right to vote with respect to the equity of any Company. Other than pursuant to the Partnership Agreement or Company Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Interests. Except as set forth on Section 3.4 of the Seller Disclosure Schedules, no Company has any ownership interests in any other Person. At the Closing, (i) US Buyer will be the record and beneficial owner of the LP Interests, (ii) US Buyer will be the record and beneficial owner of the GP Securities and (iii) Canada Buyer will be the record and beneficial owner of the MOTC Shares, in each case, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (Encumbrance other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personPermitted Interest Encumbrances. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner As of the Unitsdate hereof, upon delivery to Purchaser at the Closing authorized capital stock of a certificate MFG consists of transfer with respect to the Unitstwo thousand (2,000) shares of capital stock, duly endorsed by Sellerpar value $0.01 per share, one thousand (1,000) of which have been designated as common stock and upon Seller’s receipt are issued and outstanding. MFG has no other authorized classes of stock. All of the Closing Date Purchase Price, good, marketable issued and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no outstanding shares of capital stock or other voting securities ofof MFG are owned by the Seller. All issued and outstanding shares of capital stock of MFG have been, or equity interests inand as of Closing will be, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units , have been issued in compliance with all applicable state and federal securities laws in all material respects, and were not been issued in violation of, and are not or subject to, any preemptive, subscription, purchase options, subscription or other similar rights of first refusal or similar rights under any provision stockholder of applicable MFG imposed by the Requirements of Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bondsoptions, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, or agreements, orally or in writing, for the purchase or acquisition from MFG of any shares of capital stock, and, except as set forth in the Disclosure Schedules, neither the Seller nor MFG is a party to or subject to any agreement or understanding and, to the Seller’s Knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of MFG. b) MFG stock certificate no. 1, representing 1,000 shares of common stock of MFG and issued to the Seller on October 16, 2003, as reflected in the stock ledger of MFG entitled “phantomRecords of Certificates Issued and Transferred,” stock rightsas previously provided to the Purchaser, stock appreciation rightswas cancelled in connection with the Seller’s sale of 490 of such shares to Xxx X. Xxxxx. On April 2, stock-based performance units2007, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) MFG issued (i) pursuant stock certificate no. 2 to which the Seller or representing the Company is or may become obligated to issue, deliver or sell (A) any additional 510 shares of capital common stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, MFG not sold to Xx. Xxxxx and (ii) pursuant stock certificate no. 3 to which Xx. Xxxxx representing the 490 shares of common stock she purchased from the Seller. On November 2, 2009, the Seller repurchased the 490 shares of MFG common stock from Xx. Xxxxx, and MFG cancelled stock certificate no. 3 and issued to the Seller stock certificate no. 4 representing such 490 shares of MFG common stock. On January 28, 2019, the Seller represented to MFG that it was unable to locate stock certificate no. 4, and in connection therewith the Seller executed an Affidavit and Agreement of Indemnification (Concerning Lost Share Certificate) on February 1, 2019 certifying, among other things, that stock certificate no. 4 had been lost, mislaid, stolen, or destroyed. On January 28, 2019, the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person Seller cancelled stock certificates no. 2 and 4 and re-issued the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder aggregate 1,000 shares of MFG common stock represented thereby on stock certificate no. 5. As of the Unitsdate of this Amendment, all issued and outstanding shares of common stock of MFG are represented by MFG stock certificate no. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person5. (c) Other than this Agreement and the Governing Documents MFG has no Subsidiaries. 2. Section 8.8 of the Company, Agreement is deleted in its entirety and replaced with the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.following:

Capitalization; Subsidiaries. (a) Seller has goodSection 2.5(a) of the Disclosure Schedule sets forth a true, marketable correct and valid title complete list of the authorized, issued and outstanding shares of Company Capital Stock and the name and number of shares of Company Capital Stock held of record by each Stockholder, together with the holders of Stock Options (including the vesting schedule, per share exercise price thereof and number of shares of Common Stock subject thereto), in each case as of the date hereof. All of the issued and outstanding shares of Company Capital Stock have been duly authorized, are validly issued, fully paid and nonassessable, have been issued in compliance with any preemptive or similar rights, and are owned of record by the Stockholders, and all shares of Common Stock that may be issued upon conversion of shares of Preferred Stock or Stock Options prior to the UnitsEffective Time shall have been duly authorized, free shall be validly issued, fully paid and clear of any Liensnonassessable, and is the sole record shall have been issued in compliance with any preemptive or similar rights. Except for this Agreement and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to as may be the lawful owner set forth on Section 2.5(a) of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsDisclosure Schedule, there are no shares of capital stock outstanding options, warrants, rights (pre-emptive or otherwise), contracts, pledges, calls, puts, rights to subscribe, conversion rights or other voting securities ofcontracts, agreements or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract commitments to which the Company is subject, bound or a party or otherwisewhich are binding upon the Company providing for the issuance, disposition or acquisition of any of its equity or any rights or interests convertible, exchangeable or exercisable therefor or giving any Person the right to receive any economic benefit or right similar to or derived from the economic benefits or rights accruing to holders of Company Capital Stock, or convertible into, exchangeable or exercisable for any of the foregoing. The Company has complied with all applicable Laws in connection with the issuance of its securities. Except as set forth on Section 2.5(a) of the Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. There are no outstanding bonds, debentures, notes or other indebtedness debt securities of the Company having or any of its Subsidiaries that have the right to vote (vote, or that are convertible into, or exchangeable into or exercisable or exchangeable for, interests or for securities having the right to vote) , on any matters on which holders Company Stockholders may vote. (b) Section 2.5(b) of the UnitsDisclosure Schedule sets forth a true, respectively, may vote (“Voting Debt”)correct and complete list of the Company’s Subsidiaries. There are no All of the issued and outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting equity securities ofof the Company’s Subsidiaries have been duly authorized, are validly issued, fully paid and nonassessable, and the Company holds, directly or equity interests inindirectly, the Company, (B) any security convertible into, or exercisable or exchangeable for, record and beneficial title in all of the shares of capital stock or other voting equity securities ofof each of its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances of the type described in clauses (a), (b), or (g) of the definition thereof. Except as set forth on Section 2.5(b) of the Disclosure Schedule, there are no other issued and outstanding shares of capital stock or equity interests inof any Subsidiary of the Company, the Company or securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests, outstanding, and there are no outstanding options, warrants, rights (C) any Voting Debtpre-emptive or otherwise), (ii) pursuant contracts, pledges, calls, puts, rights to subscribe, conversion rights or other contracts, agreements or commitments to which Seller such Subsidiary is a party or which are binding upon such Subsidiary providing for the Company is issuance, disposition or may become obligated to issueacquisition of any of its equity or any rights or interests convertible, grant, extend exchangeable or enter into exercisable therefor or giving any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder holders of capital stock of such Subsidiary, or convertible into, exchangeable or exercisable for any of the Unitsforegoing. There Except as set forth on Section 2.5(b) of the Disclosure Schedule, none of the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock, partnership interest, joint venture interest or other capital or equity interest in any other Person, and there are no Contracts to which obligations, contingent or otherwise, of the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or of its Subsidiaries to make any investment in (in the form of a loan, capital contribution or otherwise) in any personPerson or provide any guarantee with respect to the obligations of any Person other than any of the Company’s Subsidiaries that are wholly-owned by the Company or its Subsidiaries. (c) Other than this Agreement Except pursuant to the Company Charter and the Governing Documents Stockholders Agreements, there are no stockholder agreements, voting trusts, proxies or any other agreements or understandings with respect to the voting of the Company, capital stock or other equity interests of the Units are not Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is subject to any voting trust agreement obligation or requirement to make any investment (in the form of a loan or capital contribution) in any Person (other than the Company or its Subsidiaries). There are no bonds, debentures, notes or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition debt securities of the Units Company or (ii) containing any information rightsof its Subsidiaries that have the right to vote, registration rightsor that are convertible or exchangeable into or exercisable for securities having the right to vote, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingon any matters on which Stockholders may vote. (d) The treatment upon the effectiveness of the Merger of the Common Stock, the Preferred Stock, and the Stock Options as set forth in this Agreement is in accordance with the Company does not Charter, the Company’s by-laws, and all other organizational documents of the Company, the applicable Company Incentive Plans and each applicable award agreement thereunder, the Stockholders Agreements, and the DGCL and any other applicable Law, as applicable. The consideration payable to the Sellers pursuant to the Merger Agreement (including as allocated pursuant to the Allocation Schedule) is allocated among the holders of the capital stock of the Company in accordance with the provisions of the Company Charter. None of Parent, the Surviving Corporation, or any other Person shall have any subsidiaries obligation in respect of the Common Stock, the Preferred Stock, or the Stock Options following payments of the amounts provided for in Section 1.6 (subject to the adjustments provided for in Section 1.11) or the allocation thereof pursuant to the Allocation Schedule. At the Closing, the Allocation Schedule shall be complete and does not owncorrect in all respects. (e) Except for the payments and distributions contemplated pursuant to this Agreement or any Ancillary Agreement contemplated hereby and any payments made with respect to Dissenting Shares, directly none of the Sellers, nor any of the Company’s or indirectlyits Subsidiaries’ current or former officers, directors, employees or independent contractors has any right to receive any payment or distribution from the Company or any of its Subsidiaries in respect of Company Capital Stock or other equity interests in held thereby as a result of the consummation of the Merger. Following the Closing, no holder of any other person Stock Option shall have any right thereunder to acquire any capital stock of the Company or any interest convertible into an equity interest in of its Affiliates (including the Surviving Corporation), or of Parent or any other person. The Company has not of its Affiliates (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personincluding Acquisition Corp.).

Capitalization; Subsidiaries. (a) Schedule 4.4(a) sets forth a true, correct and complete list of the number and class or series (as applicable) of all the authorized, issued and outstanding Seller has goodEquity Interests, marketable including the identity of the Persons that are the legal and valid title to record owners thereof. All of the UnitsSeller Equity Interests have been duly authorized, were validly issued, fully paid (as applicable), are free and clear of any Liensand all Liens (other than any restrictions under the Securities Act of 1933 (the “Securities Act”) and applicable state securities Laws) and have been offered, issued, transferred, repurchased, sold and is delivered in compliance with applicable federal and state securities Laws and the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner organizational documents of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsSeller Equity Interests set forth on Schedule 4.4(a), there are no shares of capital stock voting or non-voting units, other Equity Interests or other voting securities of, or equity interests in, of the Company, Seller are issued, reserved for issuance or outstanding. None of the Seller Equity Interests is subject to any purchase option, call option, right of first refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar right. Except for the organizational documents of the Seller, there are no documents, instruments or agreements relating to the voting of any Seller Equity Interests. (c) The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have Seller does not been issued own or hold (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Interests in violation ofany other Person or the right to acquire any such Equity Interests, and the Seller is not a partner or member of any partnership, limited liability company or joint venture. (d) Except as described in Sections 4.4(a) and (c) or as set forth on Schedule 4.4(d), there are not subject tono existing, any preemptiveauthorized, subscriptionissued or outstanding securities, purchase options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or and similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”rights). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments Contracts or undertakings obligations of any kind (other than this Agreementcontingent or otherwise) (i) pursuant to which the Seller or any equityholder of the Company Seller, is a party or may become obligated by which it is bound obligating the Seller, directly or indirectly, to issue, deliver or sell (A) any additional shares of capital stock or other voting securities ofsell, or equity interests incause to be issued, the Companydelivered or sold, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder additional Equity Interests of the UnitsSeller. There are no Contracts outstanding obligations of the Seller (contingent or otherwise) to which the Company is a party that require the Company to register, (i) repurchase, redeem or otherwise acquire acquire, directly or indirectly, any capital stock Equity Interests of the Seller or other equity interest or to (ii) make any investment (in the form of a loan, capital contribution or otherwise) in, or to provide any guarantee with respect to the obligations of, any Person. There are no equity-appreciation rights, “phantom” equity rights, profit participation rights or other Contracts or obligations of any character (contingent or otherwise) of the Seller pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings, financial performance or equity value of the Seller (except for bonuses paid to employees of the Seller in any personthe ordinary course of business) or its business or assets or calculated in accordance therewith. (ce) Other than this Agreement and the Governing Documents Except as set forth on Schedule 4.4(e), there are no bonds, debentures, notes or other Indebtedness of the CompanySeller having the right to vote or consent (or, convertible into, or exercisable or exchangeable for, securities having the Units right to vote or consent) on any matters on which the equityholders of the Seller may vote. There are not subject to any no voting trust agreement trusts, irrevocable proxies or other ContractContracts to which the Seller or any equityholder of the Seller, including any such Contract (i) restricting is a party or otherwise relating is bound with respect to the voting, dividend rights voting or disposition consent of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingSeller Equity Interests. (df) The Company does not have any subsidiaries Seller has delivered to Buyer true, correct and does not owncomplete copies of the organizational documents of the Seller (including the Seller’s certificate of incorporation or formation, directly its stockholders agreement or indirectlyoperating agreement (if any), any equity interests and all amendments thereto), as in any other person or any interest convertible into an equity interest effect on the date hereof, which organizational documents are in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed full force and is not responsible or liable for any obligation of any personeffect.

Capitalization; Subsidiaries. (a) Seller has goodOne Hundred Percent (100%) of the Company membership interests (the “Company Membership Interests”) are held by Company Parent. Other than the Company Membership Interests, there are no other classes, series or types of equity for the Company. Company Parent holds good and marketable and valid title to the Unitssuch Company Membership Interests, free and clear of any Liensall liens, agreements, voting trusts, proxies and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear other arrangements or restrictions of any Liens. kind whatsoever (b) Except for the Units, there are no shares other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding units of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Company Membership Interests have been duly authorized and were validly issued and issued, are fully paid and non-assessable. The Units have not been issued in violation ofnonassessable, and are not subject toto any right of rescission, any preemptive, subscription, purchase options, are not subject to preemptive rights of first refusal or similar rights under any provision of applicable Lawby statute, the Governing Documents Articles of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller Organization or the Company is or may become obligated to issue, deliver or sell (A) any additional shares operating agreement of capital stock or other voting securities of, or equity interests in, the Company, (B) or any security convertible into, agreement or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts document to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that require may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding securities. No certificates representing the Company Membership Interests have been issued. (b) There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to registerissue, transfer or sell any units of membership interests or other equity interest in, the Company or securities convertible into or exchangeable for such units of membership interests or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any capital stock units of membership interest of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, capital contribution or otherwise) in any personthe units of membership interests of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized, marketable issued and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner outstanding capital stock of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt Company is set forth on SCHEDULE 2.2(a). All of the Closing Date Purchase Priceissued and outstanding shares of capital stock of the Company are duly authorized, goodvalidly issued, marketable fully paid and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) nonassessable. Except for the Unitsas set forth on SCHEDULE 2.2(a), there are no shares of capital stock outstanding options, warrants or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party kind (preemptive or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right ) to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) acquire any additional shares of capital stock of the Company or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Company committed to issue any such option, warrant, right or security. Except as set forth on SCHEDULE 2.2(a), there are no agreements to which the Company or any Subsidiary is a party with respect to the voting of any shares of capital stock or other voting securities of, or equity interests in, of the Company or (C) which restrict the transfer of any Voting Debtsuch shares, (ii) pursuant nor, to the Company's Knowledge, are there any third party agreements or understandings with respect to the voting of any such shares or which Seller or restrict the transfer of any such shares. Except as set forth on SCHEDULE 2.2(a), there are no outstanding contractual obligations of the Company is or may become obligated any Subsidiary to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any shares of capital stock, other equity interests or any other securities of the Company or any Subsidiary. Except as set forth ON SCHEDULE 2.2(a), neither the Company nor any Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register the offer and sale or resale of any of their securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"). (b) SCHEDULE 2.2(b) sets forth a true, correct and complete list of each Person in which the Company, either directly or indirectly, holds an interest representing more than fifty percent (50%) of the capital stock or other equity interests of such Person or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such Person (each such Person, a "SUBSIDIARY", and collectively, the "SUBSIDIARIES"). Except as set forth on SCHEDULE 2.2(b), the Company owns directly or indirectly 100% of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock or other equity interest of each Subsidiary is set forth on SCHEDULE 2.2(b). Each of the outstanding shares of capital stock or to make any investment (in other equity interest of each of the form of a loanSubsidiaries is duly authorized, capital contribution or otherwise) in any personvalidly issued, fully paid and nonassessable. (c) Other than this Agreement and Except for the Governing Documents of Subsidiaries or as set forth on SCHEDULE 2.2(c), neither the Company, the Units are not subject to Company nor any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, Subsidiary owns directly or indirectly, indirectly any interest or investment (whether equity interests or debt) in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodSchedule 3.2(a) sets forth a complete and accurate list of (i) the authorized, marketable issued and valid title to outstanding Membership Interests of the UnitsCompany and (ii) record holders of such Membership Interests along with the number of such Membership Interests held by such holder. The Membership Interests set forth on Schedule 3.2(a) are the only issued and outstanding equity interests in the Company. The Membership Interests have been duly authorized and validly issued, are fully paid and nonassessable. The Membership Interests were issued in compliance with Law and were not issued in violation of the Organizational Documents of the Company or preemptive or similar rights and are held free and clear of any all Liens, and is other than (A) Liens that shall be released or otherwise terminated in connection with the sole record and beneficial owner thereof. Assuming Purchaser has Closing, (B) restrictions under securities Laws or (C) restrictions on transfer set forth in the requisite power and authority to be the lawful owner Organizational Documents of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensCompany. (b) Except (i) for the Unitspurchase by Buyer of the Membership Interests as provided in this Agreement, (ii) as set forth on Schedule 3.2(b), or (iii) as set forth in the Company’s Organizational Documents, (A) there are no shares of capital stock or other voting securities of, or equity interests in, of the CompanyCompany authorized, issued, reserved for issuance or outstanding. The Units have been duly outstanding and there are no outstanding or authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofoptions, and are not subject towarrants, calls, puts, agreements, pledges, conversion or other rights or agreements or commitments of any kind for the purchase or acquisition from, or the sale, transfer or issuance by, any preemptivePerson, subscription, purchase options, rights of first refusal any equity interests in the Company and (B) there are no agreements with any Person with respect to the voting or similar rights under any provision of applicable Law, the Governing Documents transfer of the Company Membership Interests, including any authorized or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness the holders of the Company having which have the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or evidencing the right to subscribe for or acquire securities having the right to vote) on any matters on which with the holders of the Units, respectively, may vote (“Voting Debt”)Membership Interests on any matter. There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts contracts to which the Company is a party that require or by which the Company is bound to register, repurchase, redeem or otherwise acquire any capital stock Membership Interests of the Company. There are no declared but unpaid dividends or other equity interest or distributions with respect to make any investment (in Membership Interests of the form of a loan, capital contribution or otherwise) in any personCompany. (c) Schedule 3.2(c) sets forth a list of each Subsidiary of the Company and for each such Subsidiary, the jurisdiction of its formation and the outstanding equity interests of such Subsidiary. All of the outstanding equity interests of each Subsidiary is owned of record by the Company or another Subsidiary of the Company. Each Subsidiary of the Company is an entity duly formed and validly existing under the Laws of its jurisdiction of formation. Other than this Agreement and the Governing Subsidiaries set forth on Schedule 3.2(c), the Company does not hold any equity interests in or control (directly or indirectly, through the ownership of equity interests, by contract, by proxy, alone or in combination with others, or otherwise) any other Person. Except (i) as set forth on Schedule 3.2(c), or (ii) as set forth in the Organizational Documents of such Subsidiary of the Company, (A) there are no other equity interests of any Subsidiary of the Units Company authorized, issued, reserved for issuance or outstanding and there are not subject to any voting trust agreement no outstanding or authorized options, warrants, calls, puts, agreements, pledges, conversion or other Contractrights or agreements or commitments of any kind for the purchase or acquisition from, or the sale, transfer or issuance by, any Person, of any equity interests in any Subsidiary of the Company and (B) there are no agreements with any Person with respect to the voting or transfer of any equity interests of any Subsidiary of the Company, including any such Contract authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (ior convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) restricting with the holders of any equity interests of any Subsidiary of the Company on any matter. There are no contracts to which any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound to repurchase, redeem or otherwise relating to the voting, dividend rights or disposition acquire any equity interests of any Subsidiary of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingCompany. (d) The Company does not have any subsidiaries has made available to Buyer true and does not own, directly or indirectly, any equity interests in any complete copies of the Organizational Documents of the Company and each other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personAcquired Company.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized, marketable issued, and valid title to outstanding shares of common stock, membership units and other equity interests in the UnitsCompanies is as set forth on Schedule 4.3(a). The Shares constitute all of the issued and outstanding equity interests of the Companies. The Shares have been duly authorized, validly issued, fully paid and are non-assessable. All issued and outstanding equity interests of the Companies are held of record and beneficially by Sellers in the respective amounts set forth on Schedule 4.3(a), free and clear of all Liens (other than restrictions on transfer imposed by applicable securities laws). Except as set forth on Schedule 4.3(a), there are no outstanding (i) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, rights of first refusal, preemptive rights, calls, pledges, commitments, or other Contracts, arrangements, voting trusts, proxies, or understandings relating to the equity interests of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the UnitsCompanies, upon delivery or that require or may require any of the Companies to Purchaser at issue, deliver, sell, or otherwise cause to become outstanding any equity interest in any of the Closing of a certificate of transfer Companies, or (ii) phantom equity, profit participation or similar rights with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt equity interests in any of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwiseCompanies. There are no outstanding bonds, debentures, notes securities or other indebtedness instruments convertible into or exchangeable for equity interests of any of the Companies and there are no commitments to issue any securities or instruments of any of the Companies. None of the Companies has any obligation to provide or invest funds in the form of a loan, investment or capital contribution to any Person, other than (x) advancement of reimbursable business expenses made to directors, officers, employees, and independent contractors and third-party transportation providers of the Companies in the ordinary course of business, and (y) account and trade payables issued in the ordinary course of business. None of the Companies has any obligation to repurchase or otherwise retire any of the equity interests of the Company having or to make any distribution of any kind in respect of any equity interests of the Company. None of the Companies has authorized or outstanding Indebtedness pursuant to which the holders thereof have the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or evidencing the right to subscribe for or acquire securities having the right to vote) with the equityholders of the Company on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personmatter. (cb) Other than this Agreement and the Governing Documents None of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, Companies holds any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personSubsidiary.

Capitalization; Subsidiaries. (a) Seller has goodExcept for the Xxxxxx Securities, marketable (x) there are no Equity Interests of Xxxxxx that are issued and valid title outstanding and (y) there are no: (i) outstanding securities convertible or exchangeable into Equity Interests of Xxxxxx; (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating Xxxxxx to the Unitsissue, free and clear transfer or sell any of its Equity Interests or any Lienssecurities convertible or exchangeable into Equity Interests or to purchase, and redeem, or otherwise acquire any of its outstanding Equity Interests; or (iii) voting trusts or other agreements or understandings to which Xxxxxx is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer party or by which Xxxxxx is bound with respect to the Unitsvoting, duly endorsed by Seller, and upon Seller’s receipt transfer or other disposition of its Equity Interests. All of the Closing Date Purchase PriceXxxxxx Securities are duly authorized, goodvalidly issued, marketable fully paid and valid title to the Units will pass to Purchaser, free nonassessable and clear of any Lienswere issued in accordance with all applicable Laws. (b) Except for the UnitsAll issued and outstanding Xxxxxx Securities are (i) duly authorized, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, validly issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have ; (ii) not been subject to any preemptive rights created by statute, the Xxxxxx Governing Documents or any agreement to which Xxxxxx is a party; and (iii) free and clear of any Liens in respect thereof. (c) None of the Xxxxxx Securities were issued in violation ofof any agreement, and arrangement or commitment or are not subject to, to any preemptive, subscription, purchase options, rights of first refusal preemptive or similar rights under of any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding Person. (d) No bonds, debentures, notes notes, or other indebtedness of the Company issued by Xxxxxx (i) having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders stockholders or equityholders of the Units, respectively, Xxxxxx may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, or which is convertible into or exchangeable for securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any having such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units ); or (ii) containing any information rightsthe value of which is directly based upon or derived from the capital stock, registration rightsvoting securities, financial statement requirements or other similar rights that would survive the Closing unless terminated ownership interests of Xxxxxx, are issued or amended prior to the Closingoutstanding. (de) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not Xxxxxx (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or has no Subsidiaries and (ii) guaranteed and is does not responsible or liable for hold any obligation of right to acquire any personEquity Interest in any Person.