Common use of Ownership and Control Clause in Contracts

Ownership and Control. (a) Schedule 2.04(a) sets forth a list of (i) the authorized capitalization of the Company, (ii) the number of Shares which are issued and outstanding, and (iii) the ownership of the Shares. The Shares were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Company), rights of first refusal or similar rights and constitute all of the issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Company. There are no other equity securities (whether convertible or otherwise) of the Company except for the Shares. (b) Schedule 2.04(b) sets forth a list of (i) the authorized capitalization of each Subsidiary, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding and (iii) the ownership of such equity securities. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Acquired Companies), rights of first refusal or similar rights and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good title to all of such equity securities that are owned by them as shown on Schedule 2.04, free and clear of all Liens. (c) Except as otherwise disclosed on Schedule 2.04(c), there are no outstanding (i) options, warrants, agreements or other rights for the acquisition of the equity securities of any Acquired Company, (ii) securities or other obligations of any Acquired Company which are exercisable, convertible into or exchangeable for such equity securities or (iii) options, sale agreements, equity holder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired Company or Seller and which relate to the ownership, issuance, voting or transfer of any of such equity securities. Except for the equity securities of the Subsidiaries set forth on Schedule 2.04(c), the assets of the Acquired Companies do not include any stock, partnership interest, joint venture interest or other equity interest in any other Person. (d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.

Ownership and Control. (a) Schedule 2.04(a) sets forth a list of (i) the The authorized capitalization capital stock of the CompanyCompany consists of ten million (10,000,000) shares of common stock, of which two million (ii2,000,000) the number shares of Shares which common stock are issued and outstanding, and outstanding (iii) the ownership of the "Shares"). The All Shares were have been duly authorized and validly issued, issued and are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) to any preemptive right or other rights (including to subscribe for or purchase shares created by statute, the articles of incorporation of the Company or any preemptive rights set other agreement to which the Company is a party or by which it is bound. Schedule 1.02 sets forth in the Organizational Documents names and the number of shares held by each of the Sellers of the Company), rights of first refusal or similar rights and constitute all of the . No issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Company. There are no other equity securities (whether convertible or otherwise) of the Company except for are owned by anyone other than the Shares. (b) Schedule 2.04(b) sets forth a list of (i) the authorized capitalization of each Subsidiary, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding and (iii) the ownership of such equity securitiesSellers. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents Each of the Acquired Companies), rights of first refusal or similar rights Sellers owns and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good and marketable title to all of such equity the Shares opposite his name. Except as set forth in Section 2.05(a) of the Disclosure Letter, all Shares were issued in compliance with applicable securities that are owned by them as shown on Schedule 2.04laws. Immediately following the Second Closing, the Buyer shall own the Shares, free and clear of all Liens. (cb) Except as otherwise disclosed on Schedule 2.04(c)set forth in Section 2.05(b) of the Disclosure Letter, the Company does not have any stock option plans. Except as set forth in Section 2.05(b) of the Disclosure Letter, there are no outstanding (i) options, warrants, convertible securities, calls, preemptive rights, rights of first refusal, agreements or other rights for to which the acquisition Company is bound obligating the Company to issue, deliver, purchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed any of the equity securities shares of any Acquired the Company's capital stock (collectively, (ii) securities or other obligations of any Acquired Company which are exercisable"Rights"), convertible into or exchangeable for such equity securities or (iii) options, warrants, sale agreements, equity holder shareholder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired the Company or Seller and which relate to the ownership, issuance, voting or transfer of any of such equity securities. Except for the equity securities of Company's capital stock. (c) The Company does not have and has never had any subsidiaries or affiliated companies and does not otherwise own and has never otherwise owned any shares in the Subsidiaries set forth on Schedule 2.04(c)capital or any interest in, the assets of the Acquired Companies do not include or control (directly or indirectly) of, any stockother corporation, partnership interestpartnership, association, joint venture interest or other equity interest in any other Personbusiness entity. (d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.

Ownership and Control. (a) Schedule 2.04(a) sets forth a list of (i) the The authorized capitalization capital interests of the Company, (ii) the number Company consist of Shares which are 1,000,000,000 Class A Interests. 72,207,000 Class A Interests and 9,907,500 Options have been issued and outstandingare outstanding and no Class A Interests are owned, and (iii) the ownership beneficially, or of record, by any Person other than those Persons disclosed on Schedule 4.05(a). All of the Shares. The Shares were outstanding Class A Interests are duly authorized and validly issued, are fully paid and non-assessable, nonassessable and not subject to any preemptive rights (except as provided in the LLC Agreement). Such issued and outstanding capital shares were offered, issued, sold and delivered issued in compliance with all applicable Laws governing securities laws. Except as set forth above, (i) there are no capital interests of the issuance of securities and were not Company authorized, issued in violation of or outstanding, (ii) there are no authorized or subject to) any existing options, puts, warrants, calls, preemptive rights (including except as provided in the LLC Agreement), subscription or other rights, agreements, arrangements or commitments of any preemptive rights character, relating to the issued or unissued capital shares of the Company, obligating the Company to issue, transfer, redeem, purchase or sell or cause to be issued, transferred, redeemed, purchased or sold any capital shares of the Company or otherwise make any payment in respect of any such shares or equity interests, (iii) there are no rights, Contracts or arrangements of any character which provide for outstanding or authorized shares or equity appreciation, phantom stock, equity plans (other than with respect to the Options), profit participation or similar right or grant any right to share in the equity, income, revenue or cash flow of the Company; (iv) there are no agreements, voting trusts or proxies with respect to the voting, disposition, acquisition or registration under applicable securities laws of any securities or any equity interests of the Company or any Subsidiary, and (v) there are no bonds, debentures, notes or other Company Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the members of the Company on any matter. Except as set forth in the Organizational Documents LLC Agreement, no Person has any right of the Company)first offer, rights right of first refusal or similar rights and constitute all of the issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of preemptive right in connection with any future offer, sale or issuance of, equity security securities of the Company. There are no other equity securities (whether convertible The Company is not obligated to make any loan or otherwise) of the Company except for the Sharescapital contribution to any Person. (b) Schedule 2.04(b4.05(b)(i) sets forth a list of (i) the authorized capitalization of each Subsidiaryauthorized, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding capital stock or equity interests of each of the Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary have been duly authorized, validly issued and (iii) the ownership of such equity securities. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold nonassessable and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Acquired Companies), rights of first refusal or similar rights and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good title to all of such equity securities that are owned beneficially and of record by them as shown on Schedule 2.04the Company, free and clear of all Liens. Liens other than (ci) Permitted Liens against such capital stock or equity interests all of which will be discharged on or prior to the Closing Date, (ii) Liens on transfer imposed under applicable securities laws and (iii) Liens created by Buyer's or its Affiliate's acts. Such shares of capital stock or other equity interests were issued in compliance with all applicable securities laws, and are not in violation of, or subject to, any preemptive rights. Except as otherwise disclosed set forth on Schedule 2.04(c4.05(b)(ii), none of the Subsidiaries owns any capital stock of, or other equity or voting interests of any nature in, or any interest convertible, exchangeable or exercisable for, capital stock of, or other equity or voting interests of any nature in, any other Person (other than a Subsidiary). Except as set forth on Schedule 4.05(b)(ii), there are no outstanding (i) authorized or existing options, puts, warrants, agreements calls, preemptive rights, subscription or other rights rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock or equity interests of any Subsidiary, obligating any Subsidiary to issue, transfer, redeem, purchase or sell or cause to be issued, transferred, redeemed, purchased or sold any shares of capital stock or equity interests of any Subsidiary or otherwise make any payment in respect of any such shares or equity interests, (iii) rights, Contracts or arrangements of any character which provide for outstanding or authorized stock or equity appreciation, phantom stock, equity plans, profit participation or similar right or grant any right to share in the equity, income, revenue or cash flow of any Subsidiary; (iv) agreements, voting trusts or proxies with respect to the voting, disposition, acquisition or registration under applicable securities laws of any securities or any equity interests of any Subsidiary, and (v) no bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the shareholders of any Subsidiary on any matter. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of, equity securities of any Acquired Company, (ii) securities or other obligations of any Acquired Company which are exercisable, convertible into or exchangeable for such equity securities or (iii) options, sale agreements, equity holder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired Company or Seller and which relate to the ownership, issuance, voting or transfer of any of such equity securitiesSubsidiary. Except for the equity securities None of the Subsidiaries set forth on Schedule 2.04(c), the assets of the Acquired Companies do not include is obligated to make any stock, partnership interest, joint venture interest loan or other equity interest in capital contribution to any other Person. (d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.

Ownership and Control. Attached hereto as Schedule 4.9 is an accurate and complete list of the following information: (a) Schedule 2.04(a) sets forth a list of (i) the authorized capitalization of the Company, Company and each of its Subsidiaries as of the date hereof; (iib) the number of Shares which are shares of each class of the issued capital stock of the Company and outstandingeach of its Subsidiaries and the number of outstanding shares thereof as of the date hereof; (c) the name of each class of all convertible securities, options, warrants and similar rights held with respect to the capital stock of the Company and each of its Subsidiaries, the number and class of shares covered thereby and the exercise or conversion price thereof; (d) the percentage of the outstanding shares of capital stock held by the Company and each of its Subsidiaries, and (iiie) the ownership all joint ventures and partnerships of the SharesCompany or any of its Subsidiaries with any other Person. The Shares were All shares of capital stock of the Company and each of its Subsidiaries and all convertible securities, options, warrants and similar rights held with respect to the Capital Stock of the Company and each of its Subsidiaries have been duly authorized authorized, and are validly issued, are fully paid and non-assessablenonassessable (in the case of capital stock), were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance are owned of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights record as set forth in the Organizational Documents of the Company), rights of first refusal or similar rights and constitute all of the issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Company. There are no other equity securities (whether convertible or otherwise) of the Company except for the Shares. (b) Schedule 2.04(b) sets forth a list of (i) the authorized capitalization of each Subsidiary, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding and (iii) the ownership of such equity securities. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Acquired Companies), rights of first refusal or similar rights and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good title to all of such equity securities that are owned by them as shown on Schedule 2.044.9 attached hereto, free and clear of all Liens. Liens (c) other than Permitted Liens permitted by Section 7.2). Except as otherwise disclosed on listed in Schedule 2.04(c)4.9 attached hereto or as contemplated by the Investor Rights Agreement, there are no outstanding (i) options, warrants, agreements or other rights for the acquisition of the equity securities of any Acquired Company, (ii) convertible securities or other obligations stock purchase rights issued by the Company or any of any Acquired Company which its Subsidiaries as of the date hereof, and there are exercisable, convertible into or exchangeable for such equity securities or (iii) options, no sale agreements, equity holder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer attorney or other agreements or instruments which are binding on any Acquired upon the shareholders of the Company or Seller and which relate to the ownership, issuance, voting or transfer of any of such equity securities. Except for its Subsidiaries with respect to beneficial and record ownership of, or voting rights with respect to, the equity securities capital stock of Company or any of its Subsidiaries as of the Subsidiaries set forth on Schedule 2.04(c), the assets of the Acquired Companies do not include any stock, partnership interest, joint venture interest or other equity interest in any other Persondate hereof. (d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.

Ownership and Control. (a) Schedule 2.04(a3.05(a) sets forth a list of (i) the authorized capitalization Equity Securities of the Companyeach Company Party, and (ii) the number and type of Shares which Equity Securities that are issued and outstanding. Immediately prior to the Closing, the Seller is the beneficial and record owner of all of the Securities, and has and upon the Closing is transferring to the Buyer good, valid and marketable title to the Securities free and clear of all Liens (iiiother than those Liens arising under applicable securities related Governmental Rules) and the ownership Company is the beneficial and record owner of all of the Sharesissued and outstanding Equity Securities of ITsavvy (the “ITsavvy Securities”), and has good, valid and marketable title to the ITsavvy Securities free and clear of all Liens (other than those Liens arising under applicable securities related Governmental Rules). The Shares Securities and the ITsavvy Securities were duly authorized and validly issued, are fully fully-paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Company), rights of first refusal or similar rights assessable and constitute all of the issued and outstanding shares Equity Securities of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Companyeach Company Party. There are no other equity securities (whether convertible or otherwise) Equity Securities of the Company except for Parties other than the Shares. (b) Schedule 2.04(b) sets forth a list Securities and the ITsavvy Securities. All of (i) the authorized capitalization of each Subsidiary, (ii) Securities and the number of equity securities (whether convertible or otherwise) of each Subsidiary which are ITsavvy Securities have been issued and outstanding and (iii) the ownership of such equity securities. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance in all material respects with all applicable Laws governing Governmental Rules and the issuance Company Parties’ Organizational Documents. None of securities and the Securities or the ITsavvy Securities were not issued in violation of (any agreement, arrangement or commitment to which the Seller or any Company Party is subject to) or in violation of any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Acquired Companies)rights, rights of first refusal or offer or similar rights of any Person. True, correct and constitute all complete copies of the issued electronic stock certificates representing the Purchased Securities have been made available to the Buyer and outstanding equity securities (whether convertible or otherwise) such electronic stock certificates are the only certificates representing the Purchased Securities. None of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good title to all of such equity securities that the ITsavvy Securities are owned by them as shown on Schedule 2.04, free and clear of all Lienscertificated. (cb) Except as otherwise disclosed on the applicable subsection of Schedule 2.04(c3.05(b), there are no outstanding (i) options, warrants, agreements or other rights for the acquisition of the equity securities of any Acquired Company, (ii) securities or other obligations of any Acquired Company which are exercisable, convertible into or exchangeable for such equity securities or (iii) options, sale agreements, equity holder equityholder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired Company Party or the Seller and which relate to the ownership, issuancevoting, voting repurchase, redemption or transfer of any of such equity securities. Except for the equity securities Equity Securities of the Subsidiaries set forth on Schedule 2.04(c), the assets of the Acquired Companies do not include any stock, partnership interest, joint venture interest or other equity interest in any other Persona Company Party. (dc) Since January 1, 2015Other than the Company’s ownership of the ITsavvy Securities, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, Party owns or controls, directly or indirectly, nor does it have any capital stock, securities convertible into capital stock right or obligation to acquire any Equity Securities in any other equity interest in any Person (other than an Acquired CompanyPerson, and, except as set forth on Schedule 3.05(c), whether active or dormantno Company Party has, nor is any Acquired Companysince August 8, 2022, owned, directly or indirectly, any Equity Securities of any other Person. No Company Party has agreed to, nor is it obligated to make, any future investment in, provide funds to, make any loan to, or make any capital contribution to any Person. No Person has any right to demand or request that any Company Party effect a participant registration under the Securities Act of 1933, as amended, of any Equity Securities or to include any Equity Securities in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of such registration by any Acquired CompanyCompany Party.

Ownership and Control. (a) Schedule 2.04(a) sets forth a list of (i) the The authorized capitalization capital stock of the CompanyCompany consists of one hundred thousand (100,000) shares of common stock, no par value share, of which one hundred thousand (ii100,000) the number of Shares which shares are issued and outstanding, and outstanding (iii) the ownership of the “Shares”). The All Shares were have been duly authorized and validly issued, issued and are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) to any preemptive right or other rights (including to subscribe for or purchase shares created by statute, the certificate of incorporation of the Company or any preemptive rights set other agreement to which the Company is a party or by which it is bound. Section 2.05(a) of the Disclosure Letter sets forth in the Organizational Documents names and the number of shares held by each of the shareholders of the Company), rights of first refusal or similar rights and constitute all of the . No issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Company. There are no other equity securities (whether convertible or otherwise) of the Company except for are owned by anyone other than the Shares. (b) Schedule 2.04(b) sets forth a list of (i) the authorized capitalization of each Subsidiary, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding and (iii) the ownership of such equity securitiesSellers. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents Each of the Acquired Companies), rights of first refusal or similar rights Sellers owns and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good and marketable title to all of such equity the shares opposite his or her name. Except as set forth in Section 2.05(a) of the Disclosure Letter, all Shares were issued in compliance with applicable securities that are owned by them as shown on Schedule 2.04laws. Immediately following the Closing, the Buyer shall own all issued and outstanding capital stock of the Company, free and clear of all Liens. (cb) Except as otherwise disclosed on Schedule 2.04(c)set forth in Section 2.05(b) of the Disclosure Letter, the Company does not have any stock option plans. Except as set forth in Section 2.05(b) of the Disclosure Letter, there are no outstanding (i) options, warrants, convertible securities, calls, preemptive rights, rights of first refusal, agreements or other rights for to which the acquisition Company or Xx. Xxxxxxx is bound obligating the Company or Xx. Xxxxxxx to issue, deliver, purchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed any of the equity securities shares of any Acquired the Company’s capital stock (collectively, (ii) securities or other obligations of any Acquired Company which are exercisable“Rights”), convertible into or exchangeable for such equity securities or (iii) options, warrants, sale agreements, equity holder shareholder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired the Company or Seller Xx. Xxxxxxx and which relate to the ownership, issuance, voting or transfer of any of such equity securitiesthe Company’s capital stock. Except for the equity securities Section 2.05(b) of the Subsidiaries set forth on Disclosure Schedule 2.04(c)accurately and completely identifies each Person who possesses any Rights, together with a description of the Rights held by each such Person (collectively, the assets of “Stakeholders”). (c) The Company does not have and has never had any subsidiaries or affiliated companies and does not otherwise own and has never otherwise owned any shares in the Acquired Companies do not include capital or any stockinterest in, partnership interestor control (directly or indirectly) of, any other corporation, partnership, association, joint venture interest or other equity interest in any other Personbusiness entity. (d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.

Ownership and Control. (a) Schedule 2.04(a) sets forth a list of (i) the The authorized capitalization capital stock of the CompanyCompany consists of one hundred thousand (100,000) shares of common stock, of which fifty thousand (ii50,000) the number shares of Shares which common stock are issued and outstanding, and outstanding (iii) the ownership of the "Shares"). The All Shares were have been duly authorized and validly issued, issued and are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) to any preemptive right or other rights (including to subscribe for or purchase shares created by statute, the articles of incorporation of the Company or any preemptive rights set other agreement to which the Company is a party or by which it is bound. Schedule 1.02 sets forth in the Organizational Documents names and the number of shares held by each of the Sellers of the Company), rights of first refusal or similar rights and constitute all of the . No issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Company. There are no other equity securities (whether convertible or otherwise) of the Company except for are owned by anyone other than the Shares. (b) Schedule 2.04(b) sets forth a list of (i) the authorized capitalization of each Subsidiary, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding and (iii) the ownership of such equity securitiesSellers. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents Each of the Acquired Companies), rights of first refusal or similar rights Sellers owns and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good and marketable title to all of such equity the Shares opposite his name. Except as set forth in Section 2.05(a) of the Disclosure Letter, all Shares were issued in compliance with applicable securities that are owned by them as shown on Schedule 2.04laws. Immediately following the First Closing, the Buyer shall own the Initial Shares, free and clear of all Liens. Second Closing, the Buyer shall own all of the Shares, free and clear of all Liens. (cb) Except as otherwise disclosed on Schedule 2.04(c)set forth in Section 2.05(b) of the Disclosure Letter, the Company does not have any stock option plans. Except as set forth in Section 2.05(b) of the Disclosure Letter, there are no outstanding (i) options, warrants, convertible securities, calls, preemptive rights, rights of first refusal, agreements or other rights for to which the acquisition Company is bound obligating the Company to issue, deliver, purchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed any of the equity securities shares of any Acquired the Company's capital stock (collectively, (ii) securities or other obligations of any Acquired Company which are exercisable"Rights"), convertible into or exchangeable for such equity securities or (iii) options, warrants, sale agreements, equity holder shareholder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired the Company or Seller and which relate to the ownership, issuance, voting or transfer of any of such equity securities. Except for the equity securities of Company's capital stock. (c) The Company does not have and has never had any subsidiaries or affiliated companies and does not otherwise own and has never otherwise owned any shares in the Subsidiaries set forth on Schedule 2.04(c)capital or any interest in, the assets of the Acquired Companies do not include or control (directly or indirectly) of, any stockother corporation, partnership interestpartnership, association, joint venture interest or other equity interest in any other Personbusiness entity. (d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.