Common use of Organization of the Company; Capitalization Clause in Contracts

Organization of the Company; Capitalization. Each of the Company and its Subsidiaries is duly organized and validly existing under the laws of its state of organization, and has all requisite power and authority to own, lease and operate its assets and to carry on the Business as now being conducted. The Company has no Subsidiaries other than those listed on Section 6.01 of the Company Disclosure Letter and the Company does not own or hold the right to acquire any shares of stock or any other security or interest, directly or indirectly, of or in any other Person. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. All of the membership interests and capital stock of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. All of membership interests and capital stock of the Company and each of its Subsidiaries are directly or indirectly owned beneficially and of record by Holdco. No Person has any rights in, or rights to acquire from the Company or any of its Subsidiaries, any other equity related interests of the Company or such Subsidiaries or any other securities convertible into, or exercisable or exchangeable for, equity interests of the Company or such Subsidiaries. There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any equity or voting interests of the Company or any of its Subsidiaries and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Company or such Subsidiaries. To Sellers’ Knowledge, other than as set forth in Section 6.01 of the Company Disclosure Letter, none of the Company, any of its Subsidiaries or any of their respective predecessors has conducted any business under or otherwise used for any purpose in any jurisdiction any fictitious name, assumed name, “d/b/a” trade name or other name.

Organization of the Company; Capitalization. Each of the The Company and its Subsidiaries is duly organized and validly existing under the laws of its state of organization, organization and has all requisite power and authority to own, lease and operate its assets and to carry on the Business as now being conducted. The Company has no Subsidiaries other than those listed on Section 6.01 of the Company Disclosure Letter and the Company does not own or hold the right to acquire any shares of stock or any other security or interest, directly or indirectly, of or in any other Person. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, be reasonably likely to (x) have a Company Material Adverse Effect or (y) materially impair or materially delay the Closing. All of the membership interests and capital stock of the Company and each of its Subsidiaries Equity Interests are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. All of membership interests and capital stock of the Company and each of its Subsidiaries are directly or indirectly owned beneficially and of record by Holdco. No Person has any rights in, or rights to acquire from the Company or any of its SubsidiariesCompany, any other equity related interests of the Company or such Subsidiaries or any other securities convertible into, or exercisable or exchangeable for, equity interests of the Company or such SubsidiariesCompany. There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any equity or voting interests of the Company or any of its Subsidiaries and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Company. The Company does not own any direct or such Subsidiaries. To Sellers’ Knowledgeindirect equity interest, participation or voting right in any other than as set forth in Section 6.01 of the Company Disclosure Letter, none of the Company, any of its Subsidiaries Person or any options, warrants, convertible securities, exchangeable securities, subscription rights, preemptive rights, rights of their respective predecessors has conducted any business under or otherwise used for any purpose in any jurisdiction any fictitious namefirst refusal, assumed nameconversion rights, “d/b/a” trade name exchange rights, repurchase rights, stock appreciation rights, phantom stock, profit participation or other namesimilar rights in or issued by any other Person.

Organization of the Company; Capitalization. Each (a) The Company is a corporation duly organized, validly existing and in good standing under the Law of the State of Arizona. The Company and its Subsidiaries is duly organized and validly existing under the laws of its state of organization, and has all requisite necessary corporate power and authority to owncarry on its business, lease and operate its assets including the Company Business, as now conducted and to carry on the Business as now being conducted. The Company has no Subsidiaries other than those listed on Section 6.01 of the Company Disclosure Letter and the Company does not own or hold the right to acquire any shares lease all of stock or any other security or interestits properties and assets, directly or indirectly, of or in any other Person. Each of the Company and its Subsidiaries is duly licensed or qualified or licensed to do business and as it is in good standing now being conducted in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensing necessary. All of qualified, as the membership interests and case may be, would not reasonably be expected to be material to the Acquired Pro Forma Entities, taken as a whole. (b) The authorized capital stock of the Company consists of 100,000 Shares. 10,000 Shares are issued and each outstanding as of its Subsidiaries the date of this Agreement, all of which are beneficially owned and held of record by Seller, are duly authorized, validly issued, fully paid and nonassessable non-assessable, and were not issued in compliance with violation of any preemptive rights, rights of first refusal or similar rights. The Shares constitute all applicable Laws. All of membership interests the issued and outstanding capital stock of the Company Company. Seller is the legal and each beneficial owner of its Subsidiaries the Shares, free and clear of all Liens. Except for the Shares, there are directly or indirectly owned beneficially and no (i) other Equity Interests of record by Holdco. No Person has any rights inthe Company, (ii) options, warrants, or other rights to acquire purchase from the Company or any of its Subsidiaries, any other equity related interests Equity Interests of the Company Company, (iii) securities convertible into or such Subsidiaries exchangeable for Equity Interests of the Company, or (iv) other commitments of any kind for the issuance of options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity interests of the Company or such SubsidiariesCompany, in each case, outstanding as of the date of this Agreement. There are no outstanding options, warrants preemptive rights with respect to the issuance or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for sale of any equity or voting interests Equity Interests of the Company or any of its Subsidiaries and there are no “phantom stocktag-along”, “drag-along” rights, stock appreciation rights or other similar rights with respect to such Shares. There are no restrictions on the Company or such Subsidiaries. To Sellers’ Knowledge, other than as set forth in Section 6.01 of the Company Disclosure Letter, none transfer of the Company’s Equity Interests other than those arising from federal and state securities Laws, any of its Subsidiaries the transactions contemplated by this Agreement or any of their respective predecessors has conducted any business under or otherwise used for any purpose in any jurisdiction any fictitious name, assumed name, “d/b/a” trade name or the other nameTransaction Documents.

Organization of the Company; Capitalization. Each of the (a) The Company and its Subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of its the state of organization, its incorporation. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions in which the ownership or leasing of its material assets or the conduct of the Business requires such qualification except for jurisdictions in which the failure to be in good standing would not reasonably be expected to have a Seller Material Adverse Effect. The Company has all requisite full corporate power and authority to own, own or lease and to operate and use its assets and to carry on the Business as now being conducted. . (b) The Company has no Subsidiaries other than those listed on Section 6.01 of the Company Disclosure Letter and the Company does not own or hold the right to acquire any shares of stock or any other security or interest, directly or indirectly, of or in any other Person. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. All of the membership interests and authorized capital stock of the Company consists of One Million (1,000,000) shares of common stock, of which One (1) share of common stock is issued and each outstanding. The Share constitutes all of its Subsidiaries are the outstanding shares of the Company. The Seller owns the Share free and clear of all Encumbrances (other than Permitted Encumbrances described in clauses (d), (e) and (h) of the definition of Permitted Encumbrances). The Share has been duly authorized, authorized and validly issued, issued and is fully paid and nonassessable nonassessable. Except for the Share, there are no other equity securities of the Company or other rights in or with respect thereto outstanding. As of the Closing, no Person will have any right in or to any equity interest of the Company other than Seller. (c) There are no options, warrants, puts, calls, rights, arrangements, commitments or agreements to which the Company is a party or by which it is bound or to which any other Person is a party, relating to the issuance, sale, purchase, repurchase, conversion, exchange, registration, voting, transfer or redemption of the Share or other equity interests or securities of the Company, whether on conversion of other securities or otherwise, or obligating the Company to grant, extend or enter into any such option, warrant, put, call, right, arrangement, commitment or agreement, and were there are no outstanding contractual rights to which the Company is a party, the value of which is based on the value of the Share. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire the Share. (d) The Company is not a party to and there does not exist any stockholder agreement, voting trust agreement or any other similar contract restricting or otherwise relating to the voting, dividend, ownership or transfer rights of any shares of capital stock of the Company. (e) The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with Seller on any matter. (f) The Share has not been issued in violation of, and is not subject to, any preemptive or subscription rights, and the Share has been offered, issued, sold and delivered by the Company in compliance with all applicable Laws. All federal and state securities laws. (g) True and complete copies of membership interests the Articles of Incorporation and capital stock all amendments thereto and of the bylaws, as amended to date, of the Company and each of its Subsidiaries are directly or indirectly owned beneficially and of record by Holdco. No Person has any rights in, or rights have been delivered to acquire from the Company or any of its Subsidiaries, any other equity related interests of the Company or such Subsidiaries or any other securities convertible into, or exercisable or exchangeable for, equity interests of the Company or such Subsidiaries. There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any equity or voting interests of the Company or any of its Subsidiaries and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Company or such Subsidiaries. To Sellers’ Knowledge, other than as set forth in Section 6.01 of the Company Disclosure Letter, none of the Company, any of its Subsidiaries or any of their respective predecessors has conducted any business under or otherwise used for any purpose in any jurisdiction any fictitious name, assumed name, “d/b/a” trade name or other nameBuyer.