Common use of Current Capitalization Clause in Contracts

Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of the Company (including the number and class or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securities, and such Equity Securities (i) are free and clear of all Liens, (ii) have not been issued in violation of preemptive or similar rights and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documents. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders may vote. The Company is not party to any equityholder agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests, in each case, other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of the Company Group Members and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formation. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of the Company (including the number and class or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securities, and such Equity Securities (i) are free and clear of all Liens, (ii) have not been issued in violation of preemptive or similar rights and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documents. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders may vote. The Company is not party to any equityholder agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests, in each case, other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of the Company Group Members and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formation. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of the Company (including the number and class or series, Class C Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securities, and such Equity Securities (i) are free and clear of all Liens, (ii) have not been issued in violation of preemptive or similar rights and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documents. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Pre-C Company Units or options to acquire Pre-C Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders may vote. The Company is not party to any equityholder agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests, in each case, other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of the Company Group Members other than the Class C Preferred Return and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formation. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Pre-C Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of the Company (including the number and class or series, Preferred Return and Distribution Threshold series (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securitiesthereof, and such Equity Securities (i) are are, free and clear of all Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests), in each case, other than Permitted Liens, (ii) and have not been issued in violation of preemptive or similar rights rights. With respect to each Company Option, Schedule 4.06(a) sets forth as of the date hereof: (i) the name of the holder thereof; (ii) the total number of Company Common Shares that are subject to such Company Option; and (iii) the exercise price per Company Common Share purchasable under the Company Option;. Each grant of a Company Option was made in accordance with the terms of the Company Stock Plan and applicable Law. All Company Options have been offered, sold granted having an exercise price at least equal to the fair market value of the underlying Company Common Shares on the date each Company Option was granted within the meaning of Section 409A of the Code and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documents. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Treasury Regulations promulgated thereunder. The outstanding Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, duly authorized and each such plan validly issued and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, are fully paid and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquirornon-assessable. (cb) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized optionsrestricted shares, promises of equity of the Company, stock appreciation or equity appreciation rights, restricted units, performance units, contingent value rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders the Company’s members may vote. The Company is not a party to any equityholder shareholders agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests, in each case, other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of the Company Group Members and (ii) since each December 31, 2021, the Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formationdistributions. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) Schedule 4.06(a) sets forth The Company is a wholly owned subsidiary of Holdings. As of the Equity Securities date hereof, the authorized limited liability company interests of the Company (including consist of 100 Company Units, all of which are issued and outstanding as of the number date of this Agreement and class or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securities, and such Equity Securities (i) are owned by Holdings free and clear of all Liensany Liens (other than the restrictions under applicable Securities Laws and the Company’s limited liability company agreement) and free of any other restriction on the right to vote, (ii) sell or otherwise dispose of such ownership interests, and have not been issued in violation of preemptive or similar rights and (iii) rights. The outstanding limited liability company interests or other equity interests of the Company have been offered, sold duly authorized and validly issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in are fully paid. Except for the Company Organizational DocumentsUnits owned by Holdings, as of the date hereof, there are no Company Units or other equity interests of the Company authorized, reserved, issued or outstanding. The Company Units are uncertificated. (b) TrueAs of the date hereof, correct and complete copies of each plan under which awards of Equity Securities have been madethere are (i) no subscriptions, all form equity award agreements used to evidence grants of calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, and (ii) no equity equivalents, limited liability company interest appreciation rights, phantom equity, profit participation units or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, rights in the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities As of the Companydate hereof, other than as set forth in the Company LLC Agreement. There there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities securities or equity interests of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders the Company’s members may vote. The Other than the Company’s limited liability company agreement, the Company is not party to any equityholder members agreement, voting agreement, proxies, registration rights agreement or other similar agreements or understandings relating to its equity interests, in each case, other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of the Company Group Members and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formation. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) As of the date hereof, the Company Members’ capital contributions total $147,000,000. Set forth on Schedule 4.06(a3.06(a) sets forth the Equity Securities is a true, correct and complete list of each holder of Company Membership Interests or other equity interests of the Company (including and the number percentage and class of the Company Membership Interests or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage other equity interests held thereby) by each such holder as of such Equity Securities, and such Equity Securities (i) are free and clear of all Liens, (ii) have not been issued in violation of preemptive or similar rights and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements the date hereof. Except as set forth in on Schedule 3.06(a) or pursuant to the Company Organizational DocumentsProfits Interest Plan, as of the date hereof there are no other Company Membership Interests or other equity interests of the Company authorized, reserved, issued or outstanding. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a3.06(b), as of the date hereof there are (i) no outstanding or authorized subscriptions, calls, options, promises of warrants, rights or other securities convertible into or exchangeable or exercisable for Company Membership Interests or other equity interests of the Company, nor any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any Company Membership Interests or other equity interests in or debt securities of the Company and (ii) no equity equivalents, membership interest appreciation rights, phantom equity, profit participation membership interest ownership interests or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, rights in the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities As of the Companydate hereof, other than as set forth in the Company LLC Agreement. There there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities Company Membership Interests or other equity interests of the Company, other than . Except as set forth in the Company Organizational Documents. There on Schedule 3.06(b), there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company Equityholders Members may vote. The As of the date hereof, other than the Company Operating Agreement, the Company is not party to any equityholder shareholders agreement, voting agreement, proxies, agreement or registration rights agreement or other agreements or understandings relating to its equity interests. (c) As of the date hereof, the outstanding membership interests or other equity interests of the Company’s Subsidiaries (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in each casecompliance in all material respects with applicable Law and (iii) were not issued in breach or violation of any preemptive rights or Contract. As of the date hereof, there are (A) no subscriptions, calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Company’s Subsidiaries (including any convertible preferred equity certificates), nor any other Contracts to which any of the Company’s Subsidiaries is a party or by which any of the Company’s Subsidiaries is bound obligating such Subsidiaries to issue or sell any membership interests of, other than equity interests in or debt securities of, such Subsidiaries, and (B) no equity equivalents, membership interest appreciation rights, phantom membership interest ownership interests or similar rights in the Company LLC AgreementCompany’s Subsidiaries. As of the date hereof, there are no outstanding contractual obligations of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Company’s Subsidiaries. Except as set forth on Schedule 3.06(c), there are no outstanding bonds, debentures, notes or other indebtedness of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Subsidiaries’ members may vote. The Company’s Subsidiaries are not party to any equityholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Company’s Subsidiaries. (d) (i) As of the date hereof, except as set forth on Schedule 3.06(d), the Company is the direct or indirect owner of, and has good and marketable direct or indirect title to, all the issued and outstanding membership interests or equity interests of its Subsidiaries free and clear of any Liens other than Permitted Liens. There are no declared but unpaid dividends options or distributions in respect warrants convertible into or exchangeable or exercisable for the equity interests of any Equity Securities of the Company Group Members and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formation. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax lawsSubsidiaries.

Current Capitalization. (a) Schedule 4.06(a) sets forth as of the date hereof the outstanding Equity Securities of the Company (including the number and class or series, Preferred Return and Distribution Threshold series (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securitiesthereof, and such Equity Securities (i) are are, free and clear of all LiensLiens (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) (iiother than Liens arising under applicable securities Laws, the governing documents of the Company or the Company Stockholder Agreements) and have not been issued in violation of preemptive or similar rights and by which the Company is bound. With respect to each Company Option, Schedule 4.06(a) sets forth as of the date hereof: (i) the name of the holder thereof; (ii) the number of Company Common Stock issuable upon the exercise of such Company Option; (iii) have been offered, sold the exercise price thereof; (iv) the date of grant thereof; and issued (v) the vesting schedule for such Company Option. Each grant of a Company Option was made in compliance accordance in all material respects with the terms of the applicable governing plan document and applicable Law, including federal and state securities Laws, and all requirements . Except as set forth in on Schedule 4.06(a), the Company Organizational Documents. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other outstanding Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquirorduly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.06(a), and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there here are no agreementsEquity Securities of the Company authorized, understandings reserved, issued or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiroroutstanding as of the date hereof. (cb) Except as set forth on Schedule 4.06(a), as of the date hereof there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Except as set forth in the Company Stockholder Agreements, no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders the Company’s stockholders may vote. The Except as set forth on Schedule 4.06(b), the Company is not party to any equityholder stockholders agreement, voting agreement, proxies, or registration rights agreement or other agreements or understandings relating to its equity interests, in each case, other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of the Company Group Members and (ii) since each the Company’s incorporation, the Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formationdistributions. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities As of the Company (including date hereof, the number and class or seriesissued share capital of Markmore consists of 26,400,000 Markmore Shares, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) all of such Equity Securitieswhich are owned by Markmore directly, and such Equity Securities (i) are free and clear of all any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of Markmore, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, (iisell or otherwise dispose of such ownership interest) and have not been issued in violation of preemptive or similar rights rights. The outstanding Markmore Shares (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) are free and clear of all Liens (other than Permitted Liens) and (iii) have been offeredare not subject to any other limitation or restrictions (including any restriction on the right to vote, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documentssell or otherwise dispose of such ownership interests) or preemptive or similar rights. (b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other Other than as set forth in this Section 6.06 or in the Company LLC COG Disclosure Letter or contemplated in this Agreement. There , there are (i) no subscriptions, calls, obligations, options, warrants, rights (including preemptive rights), puts, commitments or arrangements to acquire from Markmore, or other obligations or commitments of Markmore to issue, sell, or otherwise transfer, any equity securities in, or other securities convertible into or exchangeable or exercisable for Markmore Shares or, or other equity interests in, Markmore, or any other Contracts to which Markmore is a party or by which Markmore or any of its assets or properties are bound obligating Markmore to issue or sell any shares of capital stock of, other equity interests in or debt securities of, Markmore, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in Markmore, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company Markmore to repurchase, redeem or otherwise acquire any Equity Securities securities or equity interests of the Company, other than as set forth in the Company Organizational Documents. There are Markmore and (B) no outstanding bonds, debentures, notes or other indebtedness of the Company Markmore having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders Xxxxxxxx’s shareholders may vote. The Company is not party to any equityholder agreement, (iv) no shareholders agreements, voting agreementagreements, proxies, registration rights agreement agreements or other similar agreements or understandings relating to its Xxxxxxxx’s equity interests, in each case, other than the Company LLC Agreement. interests to which Markmore is a party and (dv) (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities as of the Company Group Members date hereof, no shares of common stock, preferred stock or other equity interests of Markmore issued and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formationoutstanding. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities As of the Company (including date hereof, the number and class or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) authorized capital stock of such Equity Securities, and such Equity Securities (i) Blyvoor Resources consists of 1,000 Blyvoor Resources Shares, 737 of which are free currently outstanding and clear of all Liens, (ii) have not been issued in violation Tailings consists of preemptive 1,000 Tailings Shares, 100 of which are currently outstanding. The outstanding shares of capital stock or similar rights and (iii) other equity interests of the Target Companies have been offered, sold duly authorized and validly issued in compliance in all material respects with applicable Law, including federal and state securities Laws, are fully paid and all requirements set forth in the Company Organizational Documentsnonassessable. (b) TrueThe Target Companies have provided to Rigel, correct prior to the date of this Agreement, a list of holders of capital stock, warrants and complete copies of each plan under which equity awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror. (c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the CompanyTarget Companies. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other Other than as set forth in this Section 6.06 (including in the lists referenced herein) or on Section 6.06(b) of the Target Company LLC Agreement. There Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Blyvoor Resources Shares and/or Tailings Shares, or other equity interests in, any Target Company, or any other Contracts to which any Target Company is a party or by which any Target Company or any of its assets or properties are bound obligating such Target Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, any Target Company, (ii) no equity equivalents, stock appreciation rights, restricted stock rights, restricted stock unit rights, phantom stock ownership interests or similar rights in any Target Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the any Target Company to repurchase, redeem or otherwise acquire any Equity Securities securities or equity interests of the Company, other than as set forth in the any Target Company Organizational Documents. There are and (B) no outstanding bonds, debentures, notes or other indebtedness of the any Target Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders any Target Company’s stockholders may vote. The Company is not party to any equityholder agreement, (iv) no shareholders agreements, voting agreementagreements, proxies, registration rights agreement agreements or other similar agreements or understandings relating to its any Target Company’s equity interestsinterests to which any Target Company is a party and (v) as of the date hereof, in each caseno shares of common stock, preferred stock or other than the Company LLC Agreement. (d) (i) There are no declared but unpaid dividends or distributions in respect equity interests of any Equity Securities of the Target Company Group Members issued and (ii) since each Company Group Member’s formation, such Company Group Member has not ever made, declared, set aside, established a record date for or paid any dividends or distributions since its formationoutstanding. (e) To the Company’s Knowledge, all individuals who have purchased the Company’s Units under agreements that provide for the vesting of such Company Units have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.